Castle Gold Corporation

Castle Gold Corporation

November 24, 2009 08:30 ET

Castle Gold Provides an Update on Argonaut Gold Cash Offer

TORONTO, ONTARIO--(Marketwire - Nov. 24, 2009) - CASTLE GOLD CORPORATION ("Castle Gold" or the "Corporation") (TSX VENTURE:CSG) is pleased to announce that it has mailed to shareholders its directors' circular in response to Argonaut Gold Inc.'s proposed all cash acquisition of all of the shares of Castle Gold previously announced on October 28th, 2009 (the "Offer"). The Offer by Argonaut is the purchase of all of the issued and outstanding Castle Gold common shares for a minimum of C$1.25 in cash per share, subject to an increase in such price 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 5-day average London Gold Fix (PM) price for December 18, 21, 22, 23 and 24, 2009, provided that the maximum final price shall not exceed C$1.50 per Castle Share. The directors' circular recommends that shareholders accept the offer by Argonaut.

On November 20, 2009, Argonaut completed a private placement of subscription receipts (the "Subscription Receipts") for gross proceeds of C$150 million. The Subscription Receipts are convertible into common shares of Argonaut upon Argonaut taking up the number of Castle Gold common shares which constitutes at least 66 2/3% of the Castle common shares outstanding, calculated on a fully-diluted basis. Such funds will be used by Argonaut to satisfy the purchase price to shareholders under the Offer.

To date, lock-up agreements have been signed by Castle Gold shareholders holding 39,785,741 Castle Gold common shares and options to purchase 6,465,500 Castle Gold common shares, or, in aggregate, approximately 54% of the issued and outstanding Castle Gold common shares calculated on a fully-diluted basis. All of the members of management and the board of directors of Castle Gold fully support the Offer and will deposit all of their common shares to the Offer. The board of directors unanimously recommends that shareholders accept the Argonaut Offer and tender their common shares to the Offer. The expiry date of the Offer is December 29, 2009. Shareholders must tender their shares to the Offer by no later than 11:59 pm Toronto time on December 29, 2009 in order to participate in the Offer. It is anticipated that Argonaut will take-up and pay for the shares deposited to the Offer shortly after the expiry date provided that all conditions to the Offer have been met or waived by Argonaut.

The directors' circular is being delivered together with the offering documents from Argonaut Gold. Registered shareholders of Castle Gold who do not receive these documents by November 30, 2009 should contact Argonaut's information agent, Kingsdale Shareholder Services Inc. at 1-866-518-6813 or by email at to request copies or for assistance in depositing their common shares under the Offer.

Shareholders whose common shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such 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", "plans", "hope", and "expects" 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$1.30 to $0.15

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.

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