Castillian Resources Corp.

Castillian Resources Corp.

December 17, 2008 12:30 ET

Castillian Agrees to Acquire Ferus Resources Ltd.

TORONTO, ONTARIO--(Marketwire - Dec. 17, 2008) - Castillian Resources Corporation ("Castillian" or the "Company") (TSX VENTURE:CT) is pleased to announces that it has entered into a letter agreement to acquire (the "Acquisition") 100% of the issued and outstanding shares of Ferus Resources Ltd. ("Ferus"), a private mineral exploration company, incorporated pursuant to the laws of the Province of Ontario. Ferus has approximately $495,000 in cash and a 50% undivided interest in the Hartless Joe property, comprised of certain mineral claims located in the Whitehorse Mining District, Yukon Territory (the "Hartless Joe Property").

In connection with the acquisition, Ferus shareholders will receive 1 common share of Castillian (the "Castillian Shares") in exchange for every 1.46 common shares of Ferus (the "Ferus Shares"). There are currently approximately 20,700,002 Ferus Shares issued and outstanding and approximately 90,041,553 Castillian Shares issued and outstanding. The consideration to be paid by Castillian to Ferus is valued at approximately $495,000. The Board of Directors of Ferus has agreed to support the transaction on the terms described above. Accordingly, Castillian would issue an aggregate of 14,142,857 common shares of Castillian valued at $0.035 per Castillian share. Upon completion of the Acquisition, Ferus shareholders will hold approximately 13.5% of the Company. In connection with the Acquisition, Ferus intends to advance the Company $150,000 in the form of a loan in order to assist the Company with the costs and expenses related to the Acquisition.

Castillian's President, David Gower, stated that "This is an opportunity for Castillian to help meet funding requirements while also acquiring an interest in a Canadian property and improving the financial condition of the Company."

On closing of the Acquisition, Jennifer Wagner will be appointed as Corporate Secretary of the Company. Prior to assuming this role, Ms. Wagner worked as a corporate securities lawyer at a large Toronto law firm. Ms. Wagner has an LL.B. from the University of Windsor and holds a Bachelor of Arts from McGill University. Ms. Wagner's appointment follows the resignation of Mr. Patrick Gleeson who works as in house counsel to various TSX and TSXV listed companies. Mr. Gleeson will continue to act as a consultant to the Company.

Regulatory Approvals

Completion of the acquisition is subject to a number of conditions, including without limitation, negotiation and execution of the definitive share exchange agreements, TSX Venture Exchange acceptance and receipt of other regulatory approvals. There can be no assurance that the acquisition will be completed as proposed or at all. Mr. Stan Bharti, the Chairman of Castillian, indirectly holds 4,000,000 Ferus Shares.

About Castillian Resources

Castillian Resources Corp. is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol "CT" which has partnered with Xstrata Nickel to explore the approximately 153,000 hectares of the Mangabal nickel-copper project in Brazil. The Company is earning an interest in the Las Aguilas Nickel-Copper-PGM Project in Argentina from Marifil Mines Ltd. and has the right to purchase a 100% interest in the Kagera Project which comprises over 1,600 square kilometres in the highly mineralized Kabanga Nickel Belt in Tanzania and rights to acquire 90% of the Pederson deposit, an advanced gold exploration project in Bolivia which is currently under force majeure.

Cautionary Note Regarding Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects, statements regarding exploration prospects, statements regarding the potential and financial impact of the proposed transaction, the terms and conditions of the acquisition, receipt of requisite approvals and the execution of definitive agreements, the benefits of the proposed acquisition, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information 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", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; acquisition risks, the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Castillian and Ferus not being integrated successfully or such integration proving more difficult, time consuming or costly than expected, not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and shortages and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.


Contact Information

  • Castillian Resources Corporation
    Ana Lopes
    Manager Investor Relations
    (416) 861-2264
    Castillian Resources Corporation
    David Gower
    President & CEO
    (416) 861-5902