Castle Gold Corporation

Castle Gold Corporation

November 18, 2009 08:30 ET

Castle Gold Closes Financing & Provides Update on Argonaut Gold Financing & Offer

TORONTO, ONTARIO--(Marketwire - Nov. 18, 2009) - CASTLE GOLD CORPORATION ("Castle Gold" or the "Corporation") (TSX VENTURE:CSG) is pleased to announce that it has closed its private placement (the "Private Placement") (previously announced on November 6th, 2009), pursuant to which it has issued an aggregate of 3,684,210 common shares of the Corporation (the "Common Shares") at a price of C$1.00 per Common Share to raise aggregate gross proceeds of approximately C$3,684,210. In connection with the Private Placement, the Corporation paid a cash finder's fee in the amount of C$184,210.

The Common Shares issued in the Private Placement have a hold period expiring on March 11, 2010; however, this resale restriction does not prevent Subscribers in the Private Placement from tendering their Common Shares to any take-over bid. The proceeds from the financing will be used to accelerate Castle Gold's enhanced production expansion at El Castillo and to pay one-time expenses associated with Argonaut Gold Inc.'s ("Argonaut Gold") proposed all cash acquisition of all of the shares of Castle Gold.

The Private Placement remains subject to the approval of the TSX Venture Exchange. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

Subject to the terms and conditions of the Support Agreement between Argonaut Gold and Castle Gold, on or before November 24th, 2009 Argonaut Gold will offer to acquire, by way of a take-over bid, all of the issued and outstanding Common Shares of Castle Gold, for consideration consisting of C$1.25 in cash subject to an increase in such consideration by C$0.01 for every 1% increase in the price of gold calculated from a starting gold price of US$1,050 to the five day average London Gold Fix (PM) price for December 18, 21, 22, 23 and 24, 2009, provided that the maximum final offer price shall not exceed C$1.50 per Common Share as previously announced on October 28th, 2009 (the "Offer"). On November 17th, 2009 the London Gold Fix (PM) price was US$1,134.75, as reported on, representing a percentage increase of 8.1% from US$1,050 which equates to a price of approximately C$1.33 on that date (e.g. C$1.25 + C$0.08).

James Mark Plaxton, Chairman of the Board and M&A Committee, and Interim President of Castle Gold, comments; "Castle Gold has been advised by Argonaut Gold that Argonaut Gold has obtained subscription orders from prospective purchasers in a brokered private placement of common shares of Argonaut Gold, which will result in aggregate gross proceeds in excess of the capital that would be required to pay the maximum cash consideration offered to Shareholders of Castle Gold pursuant to the Offer if the final Offer price equals the maximum of C$1.50 per share, for all of the issued and outstanding Common Shares. Argonaut Gold further advised that its brokered private placement is expected to close on or prior to November 23, 2009, with the proceeds to be placed into escrow pending the take-up of the Castle Gold shares under the Offer."

Since the announcement of the Offer, additional lock-up agreements have been received from shareholders, bringing the total to 42,502,031 common shares and options of Castle Gold in support of the Offer representing 52% of the issued and outstanding common shares on a fully-diluted basis. As well, all of the subscribers in the private placement had already delivered lock-up agreements, and as such these additional shares are subject to the lock-up agreements. This increases the total number of common shares and options of Castle Gold in support of the Offer to 46,186,241 representing 54% of the issued and outstanding common shares on a fully-diluted basis.

As previously announced on October 28th, 2009, all of the members of Management and Directors of Castle Gold have entered into lock-up agreements for all of the common shares and options of Castle Gold they beneficially own or over which they exercise control or direction of in support of the Offer. All of the members of Management and Directors of Castle Gold fully support the Offer and will deposit all of their common shares to the Offer and highly recommend all Castle Gold shareholders support the Offer by depositing all of their common shares under the Offer.

Shareholders of Castle Gold who would like to support the Offer, whom have not already done so, should contact James Mark Plaxton by email at or Rory Quinn by email at to obtain information regarding the completion of a lock-up agreement.

It is anticipated that Argonaut Gold's offering circular and Castle Gold's directors' circular for the Offer will be mailed to shareholders on or before November 24, 2009. These materials and the corresponding news release will provide important information about the Offer and instructions for depositing common shares under the Offer.

About Castle Gold
Castle Gold Corporation is a gold producer with projects focused in the Americas. Castle Gold owns a 100% interest in the El Castillo gold mine in Mexico and a 50% interest in the El Sastre gold mine in Guatemala. Castle Gold is also advancing exploration and development work at its La Fortuna gold-silver-copper project in Mexico.

Forward Looking Statements
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Castle Gold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, words such as "will be used" and similar expressions to the extent they relate to Castle Gold are intended to identify forward-looking statements. There is no assurance that any strategic transaction will be completed. Unless required by applicable securities law, Castle Gold does not assume any obligation to update forward-looking statements.

TSX-V Trading Symbol: CSG
Total Shares Outstanding: 79.2MM
Fully Diluted: 85.9MM
52-Week Trading Range: C$1.28 to $0.15

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

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