Castle Gold Corporation

Castle Gold Corporation

December 30, 2009 08:00 ET

Over 90% of Castle Gold Shares Tendered to Argonaut Offer-Argonaut Takes Up & Pays C$1.29 Per Share

TORONTO, ONTARIO--(Marketwire - Dec. 30, 2009) - CASTLE GOLD CORPORATION ("Castle Gold" or the "Corporation") (TSX VENTURE:CSG) is pleased to announce that as of the tender deadline at 11:59 p.m. (Toronto time) on December 29, 2009, 78,349,528 common shares of Castle Gold had been validly deposited to Argonaut's offer to acquire all of the outstanding shares of Castle Gold. Argonaut has taken up and accepted for payment all of these shares, which represent approximately 91.25 % of the common shares of Castle Gold on a fully diluted basis. Argonaut has stated it will pay for these shares promptly and advises settlement is intended to occur on or about January 4th, 2010.

Argonaut offered to acquire all of the outstanding common shares of Castle Gold on the basis of a minimum offer price of C$1.25, for each Castle Gold share, subject to a possible increase in the offer price depending on the performance of an agreed gold price ratchet formula. The final price paid for each share, in accordance with the previously announced gold price ratchet formula, will be C$1.29 which represents the offer price of C$1.25 increased by C$0.04 representing the percentage increase (rounded to no decimals places) in the average of the London PM gold fix price on December 18, 21, 22 and 23 relative to $1,050 per ounce. No London PM gold fix price was posted on December 24th, 2009 so the average was calculated using the prices of the four trading days. The aggregate cash consideration to be paid by Argonaut will be approximately C$102 million, in respect of the shares tendered to date, which equates to a total deal value of approximately C$112 million on a fully diluted basis.

A formal process of acquisition of the balance of the outstanding Castle Gold shares will occur as is customary in similar transactions either by compulsory acquisition or a subsequent acquisition transaction, which would be intended to be completed in the first quarter of 2010.

With over 90% of shares tendered, being well in excess 66 2/3, and upon payment for the shares in accordance with the terms of the Support Agreement, the current Board of Directors, specifically, James Mark Plaxton, Leonard Harris, Milton Baehr, and Mark Selby, will resign and be replaced by the slate of directors put forward by Argonaut, specifically, Peter C. Dougherty, Brian J. Kennedy, Dale C. Peniuk, and Christopher R. Lattanzi.

The current Board would like to take this final opportunity to thank the management and employees of Castle Gold and its predecessor companies who put the long hours in to safely and successfully build and operate two gold mines and generate substantial value for shareholders recognized through this transaction. The Board also would like to take this opportunity to wish the new owners, new Board members, and new management members of the Corporation continued success.

About Castle Gold
Castle Gold Corporation is a gold producer with projects focused in the Americas. Castle Gold owns a 100% interest in the El Castillo gold mine in Mexico and a 50% interest in the El Sastre gold mine in Guatemala. Castle Gold is also advancing exploration and development work at its La Fortuna gold-silver-copper project in Mexico.

Forward Looking Statements
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Castle Gold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, words such as "will be used", "plans", "hope", and "expects" and similar expressions to the extent they relate to Castle Gold are intended to identify forward-looking statements. There is no assurance that any strategic transaction will be completed. Unless required by applicable securities law, Castle Gold does not assume any obligation to update forward-looking statements.

Total Shares Outstanding: 79.2MM

Fully Diluted: 86.4MM

52-Week Trading Range: C$0.20 to $1.38

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

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