Castle Gold Corporation

Castle Gold Corporation

August 28, 2007 20:22 ET

Aurogin and Morgain Amalgamate to Form "Castle Gold Corporation"

TORONTO, ONTARIO--(Marketwire - Aug. 28, 2007) - By Certificate of Amalgamation, Aurogin Resources Ltd. ("Aurogin") (TSX VENTURE:AUQ) and Morgain Minerals Inc. ("Morgain") (TSX VENTURE:MGM) amalgamated to form a new corporation, Castle Gold Corporation ("Castle Gold"). The amalgamation was approved by special resolution passed by Morgain shareholders on August 17, 2007 and by a special resolution passed by Aurogin shareholders on August 17, 2007. The effective date for completion of the amalgamation is August 28, 2007, proceeding on the following basis:

1. shareholders of Aurogin will receive one (1) common share of Castle Gold for each two (2) Aurogin shares held;

2. shareholders of Morgain will also receive one (1) common share of Castle Gold for each two (2) Morgain common shares held.

Shareholders reflected at the close of business on September 4, 2007 on the register of shareholders maintained by the registrars and transfer agents for Aurogin and Morgain will receive a Letter of Transmittal setting out the procedure to be followed in order to exchange their share certificates for certificates representing shares of Castle Gold.

Effective at the opening, August 30, 2007, the common shares of Castle Gold will commence trading on the TSX Venture Exchange under the trading symbol "CSG", and the common shares of Auorgin and Morgain will be delisted.

Castle Gold will jointly operate and own 50% of the El Sastre gold mine in Guatamala and operate the 100% owned El Castillo gold mine in Mexico. In addition, Castle Gold will continue work on the La Fortuna property in Mexico with the goal of producing a National Instrument 43-101 compliant resource aimed at advancing the property towards production. Work will also continue on various other mining properties with the goal of increasing resources and creating additional shareholder value.

ON BEHALF OF CASTLE GOLD CORPORATION

Christopher E. Babcock, President and Chief Executive Officer

CAUTION REGARDING FORWARD LOOKING STATEMENTS:

The technical and pre-feasibility reports referred to above contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals, timing of exploration activities, mine life, economic viability and estimated internal rate of return, estimation of mineral resources, the results of drilling, estimated future capital and operating costs, future stripping ratios, projected mineral recovery rates and plans for developing, the projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the companies to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and potential development of the projects, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of metals. Although the companies have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The companies do not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release.

Contact Information

  • Castle Gold Corporation
    Court Babcock
    Investor Relations
    (604) 643-1727
    or
    Coal Harbour Communications Inc.
    Dale Paruk
    (604) 662-4505 or Toll Free: 1-877-642-6200