Black Hat Capital Inc.

March 30, 2007 17:36 ET

Black Hat Capital Inc. Completes Qualifying Transaction

CALGARY, ALBERTA--(CCNMatthews - March 30, 2007) -


Black Hat Capital Inc. (TSX VENTURE:BHC.P) (the "Corporation"), located in Toronto, Ontario, a "Capital Pool Company" as defined in Policy 2.4 (the "Policy") of the Corporate Finance Manual of TSX Venture Exchange Inc. (the "Exchange"), today announced that at the special meeting of shareholders of the Corporation held on March 28, 2007, the shareholders of the Corporation approved the completion of its previously announced qualifying transaction (the "Qualifying Transaction"). The Qualifying Transaction involved the acquisition by Castle Resources Mexico S.A. de C.V., a subsidiary of the Corporation ("Castle (Mexico)"), of certain mineral exploration properties known as the Se los Dije Group of Claims located in the state of Zacatecas, Mexico, composed of eight concessions totalling 312.2 hectares located approximately five kilometres north-east of the city of Zacatecas in the Zacatecas mining district (the "Properties").

Pursuant to the terms of the Qualifying Transaction, legal title in the Properties was transferred to Castle (Mexico) free and clear of any and all liabilities, in consideration for payment to Great Horn Inc. ("Great Horn"), located in Staten Island, New York, of a purchase price of CAD$2,635,000 which is payable as to USD$200,000 in cash and by the issuance of 8,000,000 common shares of the Corporation ("Common Shares") with a deemed value of CAD$0.30 per Common Share. The Corporation also announced that closing of the Qualifying Transaction has occurred and the first instalment of USD$100,000 was paid to Great Horn, and that the second instalment of USD$100,000 will be paid to Great Horn on or about September 28, 2007.

Pursuant to the completion of its Qualifying Transaction the Corporation has changed its name to "Castle Resources Inc."

The Corporation further announced the closing of the private placement financing in connection with the Qualifying Transaction (the "Black Hat Private Placement"), pursuant to which, a total of 4,000,000 Common Shares were sold at a price of CAD$0.30 per Common Share for gross proceeds of CAD$1,200,000. The Corporation intends to use the net proceeds of the Black Hat Private Placement to complete a recommended work program in respect of the Properties as itemized in the Information Circular of the Corporation dated February 16, 2007.

Also in conjunction with the closing of the Qualifying Transaction, the Corporation announced a partial closing of its additional private placement financing (the "Additional Financing") as previously announced. Pursuant to the Additional Financing, a total of up to 2,666,667 Common Shares have been offered at a price of CAD$0.30 per Common Share for gross proceeds of up to CAD$800,000. On March 28, 2007, a partial closing of 1,211,349 Common Shares under the Additional Financing was completed for gross proceeds of CAD$363,404.70. Closing of the balance of 1,455,318 Common Shares is expected to occur next week. The Corporation intends to use the net proceeds of the Additional Financing to supplement working capital, as well as to investigate additional opportunities for acquiring interests in other potential mineral exploration properties.

The new board of directors of the Corporation is now comprised of Mark P. Brennan, Robert A. Campbell, Anthony M. Croll, Lester J. Fernandes and Stephen Shefsky. Stephen Wallace is the new President and Chief Executive Officer of the Corporation, taking over those offices from Anthony M. Croll. Mr. Croll continues as Chief Financial Officer and was further appointed Secretary of the Corporation.

The completion of the Qualifying Transaction, the Black Hat Private Placement and the Additional Financing have received conditional approval of the Exchange, and are subject to the Exchange's final approval, which is expected to occur next week after the Corporation provides all outstanding filings and fees regarding the Qualifying Transaction to the Exchange.

The Common Shares of the Corporation, under the new name of Castle Resources Inc., are expected to commence trading on the Exchange next week under the new symbol "CRI", after the Exchange issues its final bulletin in respect of the Qualifying Transaction; at which time, the common shares of the former Black Hat Capital Inc. will cease trading. The Qualifying Transaction does not result in a consolidation of the Common Shares of the Corporation.

About Castle Resources Inc.

Castle Resources Inc. is a Toronto-based junior mineral exploration company focusing on high-quality advanced exploration projects in Mexico. The Corporation's initial focus is on silver exploration and development in Zacatecas, Mexico, one of the most prolific silver camps in Mexico and the world. Management's goal is to quickly advance current projects and to seek additional opportunities to continue to add value for shareholders.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to: changes in the worldwide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. The Corporation will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect the financial results is included in documents filed from time to time with Canadian securities regulatory authorities by the Corporation.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Black Hat Capital Inc.
    Stephen Wallace
    (905) 627-8786