Castillian Resources Corp.
TSX VENTURE : CT

Castillian Resources Corp.

January 29, 2010 08:30 ET

Castillian Resources Completes Acquisition of Tucano Resources Ltd.

TORONTO, ONTARIO--(Marketwire - Jan. 29, 2010) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Castillian Resources Corporation (TSX VENTURE:CT) ("Castillian" or the "Company") is pleased to announce that it has completed its previously announced acquisition of the issued and outstanding common shares of Tucano Resources Ltd. ("Tucano"), a private mineral exploration company (the "Acquisition")(See Press Release dated July 24, 2009). 

Pursuant to the Acquisition, Tucano shareholders received 2.29 common shares of Castillian (the "Castillian Shares") in exchange for each common share of Tucano (the "Tucano Shares"). The consideration to be paid by Castillian to Tucano is valued at approximately $1,500,000. On closing, Castillian issued a total of 24,983,900 Castillian Shares, at a deemed value of $0.06 per Castillian Share. Following completion of the Acquisition, former Tucano shareholders now hold approximately 18.9% of the outstanding Castillian Shares.

Tucano's principal asset is the 100% owned Paramirim Au-Cu project in west-central Bahia state, Brazil that consists of 35 mineral concessions covering more than 39,000 hectares. This project covers a favourable belt for both IOCG-style mineralization and orogenic gold that extends some 80 km along strike. Work completed by Tucano includes geological mapping, sampling and approximately 2,000m of reconnaissance drilling, which has defined a number of follow-up targets.

On closing, Tucano forgave a loan to Castillian in principal amount of $250,000 plus accrued interest. Castillian has issued and sold a 10% debenture in the principal amount of $500,000 to Aberdeen International Inc. ("Aberdeen"). The debenture is secured against Castillian's interest in the Kagera property in Tanzania and will mature and be repayable as of June 30, 2010. In connection with the issue of the debenture, Castillian shall pay Aberdeen a facility fee in the amount of $25,000 and issue 500,000 share purchase warrants to Aberdeen, which warrants entitle the holder to acquire one common share at a price of $0.10 at any time prior to June 30, 2010. The warrants will be subject to a statutory four month hold period.

Effective on closing, Dr. Bill Pearson, P.Geo. was appointed as the President & Chief Executive Officer of Castillian and has joined the Board of Directors of the Company. Mr. David Gower, P.Geo. the former President and Chief Executive Officer of Castillian, has become the Chairman of the Board of Directors of the Company. 

About Castillian Resources

Castillian is a mineral exploration company with base metal and gold Properties in South America and Tanzania and trades under the symbol CT on the TSXV. For further info go to www.castillian.ca.

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 Acquisition, the terms and conditions of the Acquisition, receipt of requisite approvals and the execution of definitive agreements, the benefits of the 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 Tucano 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.

NEITHER 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.

Contact Information

  • Castillian Resources Corporation
    Ana Lopes
    Manager Investor Relations
    (416) 861-2264
    or
    Castillian Resources Corporation
    Dr. Bill Pearson
    President & CEO
    (416) 861-2968
    Email: info@castillian.ca
    Website: www.castillian.ca