Castillian Resources Corp.
TSX VENTURE : CT

Castillian Resources Corp.

March 02, 2011 16:47 ET

Castillian Announces $10 Million Bought Deal Private Placement of Common Shares and Flow-Through Common Shares

TORONTO, ONTARIO--(Marketwire - March 2, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Castillian Resources Corp. ("Castillian" or the "Company") (TSX VENTURE:CT) is pleased to announce that it has entered into a private placement financing agreement with a syndicate of agents led by RBC Capital Markets, and Dundee Securities Ltd. (collectively the "Underwriters") to purchase common shares (the "Common Shares") at $0.20 per Common Share and flow-through common shares (the "Flow-Through Shares") at $0.20 per Flow-Through Share of the Company for aggregate gross proceeds of $10 million (the "Offering"). The Flow-Through component of the Offering will not exceed $5.5 million. Up to 50 million common shares of the Company will be issued in connection with the Offering.

The net proceeds of the Common Share Offering will be used for exploration at the Company's Hope Brook Gold Project and for general working capital purposes. The net proceeds of the Flow-Through Common Shares will be used by the Company to incur Canadian exploration expenses ("Qualifying Expenditures") prior to December 31, 2012 on Castillian's Canadian properties. The Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Shares for the fiscal year ended December 31, 2011.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. Closing is expected on or about March 23, 2011.

In connection with the Offering, the Company has agreed to pay the Underwriters a cash commission an amount equal to 5% of the gross proceeds of the Offering. In addition the Company will issue the Underwriters compensation warrants entitling the Underwriters to acquire that number of Common Shares equal to 5% of the total number of shares sold pursuant to the Offering. Subject to regulatory approval, each Compensation Warrant shall be exercisable to acquire a Common Share at a price equal to the Common Share Offering Price for a period of 24 months following the closing of the Offering.

Company will file today a disclosure supplement to enhance the executive compensation disclosure contained in its May 18, 2010 management information circular. The disclosure supplement will be available at www.SEDAR.com.

About Castillian Resources

Castillian Resources Corp. is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol "CT" which has gold and base metal properties in Canada and South America. Castillian's flag ship property is the Hope Brook Gold Project located in southwestern Newfoundland where it is carrying out a 15,000 metre diamond drill program.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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