Castle Resources Inc.
TSX VENTURE : CRI

February 10, 2011 15:28 ET

Castle Resources Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Feb. 10, 2011) - Castle Resources Inc. (TSX VENTURE:CRI) ("Castle" or the "Company") is pleased to announce its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan") effective as of February 4, 2011. The Rights Plan is designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.

In approving the Rights Plan the Company intends to provide shareholders and the Board of Directors with adequate time to assess any take-over bid; to consider alternatives to a take-over bid as a means of maximizing shareholder value; to allow competing bids to emerge; and to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. Castle's Board of Directors is not currently aware of any pending or threatened take-over bid for the Company. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.

Under the terms of the Rights Plan, one right (a "Right") will be issued by Castle in respect of each outstanding Castle common share at the close of business on February 4, 2011 and in respect of each common share of Castle issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20 percent or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without approval of Castle's Board of Directors.

Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.

Although effective as of February 4, 2011, the Rights Plan is subject to ratification by the Company's shareholders at the Company's annual and special meeting of shareholders currently scheduled for March 22, 2011, and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified at the Company's shareholders' meeting scheduled for March 22, 2011, the Rights Plan and all of the Rights outstanding at the time will terminate. The Rights Plan has been accepted for filing by the TSX Venture Exchange subject only to shareholder approval.

A copy of the Rights Plan will be available on SEDAR at www.sedar.com and can also be obtained from Castle upon a written request.

About Castle Resources

Castle Resources Inc. is a Toronto-based junior mineral exploration company focusing on high-quality, advanced exploration projects. Management's goal is to begin the redevelopment of the past producing Granduc Copper Mine and begin new exploration activities; as well, management is quickly advancing the Elmtree Gold Project in New Brunswick toward feasibility in 2011. For more information please visit the Castle Resources' website at www.castleresources.com.

Disclaimer

Certain statements contained in this news release may contain forward-looking information within the meaning of Canadian securities laws. Such forward-looking information is identified by words such as "estimates", "intends", "expects", "believes", "may", "will" and include, without limitation, statements regarding the company's plan of business operations (including plans for progressing assets), estimates regarding mineral resources, projections regarding mineralization and projected expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, metal prices, risks inherent in the mining industry, financing risks, labour risks, uncertainty of mineral resource estimates, equipment and supply risks, title disputes, regulatory risks and environmental concerns. Most of these factors are outside the control of the company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. 

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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