Castle Resources Inc.

June 25, 2012 12:39 ET

Castle Resources Announces Acquisition of Common Shares of Winston Resources Inc. on Sale of Interest in Elmtree Gold Property

TORONTO, ONTARIO--(Marketwire - June 25, 2012) - Castle Resources Inc. ("Castle" or the "Company") (TSX VENTURE:CRI) announced that it acquired control over 18,000,000 common shares (the "Winston Shares") of Winston Resources Inc. (CNSX:WRW) ("Winston Resources"), representing approximately 29% of the issued and outstanding common shares of Winston Resources. The Winston Shares were issued to the Company from treasury upon completion of a reverse takeover (the "RTO") of Gorilla Resources Corp. ("Gorilla") by CNRP Mining Inc. ("CNRP") following which Gorilla changed its name to Winston Resources Inc, all as further described in a news release of Winston Resources dated June 22, 2012 (the "Winston Press Release"). CNRP has become a 100% subsidiary of Winston Resources.

Pursuant to a purchase and assignment agreement (the "Purchase Agreement") entered into on April 30, 2012 between the Company and CNRP, immediately prior to the RTO the Company received 18,000,000 common shares of CNRP (the "CNRP Shares") as part of the sale by the Company to CNRP of the Castle Interest (as defined below) and the Underlying Option Agreement (as defined below). The CNRP Shares were exchanged for common shares of Winston Resources on a one-for-one basis under the RTO.

The Company was the registered and beneficial owner of a 60% right, title and interest (the "Castle Interest") in certain mining claims and mining patents commonly known as the Elmtree Gold Property located in New Brunswick (the "Property"). Pursuant to an option agreement dated June 1, 2009 (the "Underlying Option Agreement"), Stratabound Minerals Corp. granted the Company the exclusive right, title and option to acquire an additional 10% right, title and interest in the Property (the "Underlying Option"), which Underlying Option may be exercised on or before June 26, 2012.

Under the terms of the Purchase Agreement between the Company and CNRP, the Company sold the Castle Interest to CNRP, and assigned all of the Company's rights, obligations and interests under the Underlying Option Agreement to CNRP, all in exchange for the following consideration:

(a) payment to the Company by CNRP of the following cash payments:
(i) $250,000 on or before the six month anniversary of the completion of the RTO; and
(ii) $250,000 on or before the 12 month anniversary of the completion of the RTO; and
(b) the issuance of the CNRP Shares to the Company; and
(c) the grant by CNRP to the Company of a 3% net smelter return royalty on the Castle Interest to be calculated and payable in accordance with the Purchase Agreement.

Pursuant to the RTO, the CNRP Shares held by the Company were acquired by Gorilla in exchange for the Winston Shares, at a deemed price of $0.25 per Winston Share, as further described in the Winston Press Release.

As a condition to acquiring the CNRP Shares and, subsequently, the Winston Shares, the Company entered into a voting trust agreement dated June 22, 2012, pursuant to which the Company assigned all of its voting rights in and to the Winston Shares to Daniel Wettreich, the CEO of Winston Resources, and agreed not sell any of the Winston Shares to any third party without the prior written consent of Winston Resources until the earlier of the date on which the Company dividends or distributes the Winston Shares to the shareholders of the Company or the date that is 24 months from the completion of the RTO.

The Winston Shares are held for investment purposes. The Company may, depending on market and other conditions, increase or decrease its beneficial ownership of securities of Winston Resources, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

About Castle Resources

Castle is a Toronto-based junior mineral development company focusing on high-quality, advanced projects. Management's goal is to continue the redevelopment of the 100% owned past producing Granduc Copper Mine in Stewart, B.C. For more information please visit the Castle Resources' website at


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.

This news release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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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