Castle Resources Inc.

November 20, 2015 11:52 ET

Castle Resources Announces Closing of Non-Brokered Private Placement of Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Nov. 20, 2015) - Castle Resources Inc. (CSE:CRI) ("Castle" or the "Company") is pleased to announce that effective November 19, 2015 it has closed a non-brokered private placement financing (the "Offering") for total gross proceeds of $100,000 as previously announced in its press release dated November 18, 2015 (the "November 18 Press Release"). The Offering consisted of the issuance of 100 units (the "Units"), with each Unit consisting of (i) one (1) $1,000 unsecured convertible debenture bearing interest at a rate of 10% per annum (the "Debentures"), and (ii) 20,000 detachable common share purchase warrants. The proceeds of the Offering will be used for general working capital.

Drake Private Investments LLC ("Drake"), of 954 Lexington Avenue, #149, New York, NY 10021, acquired ownership of all of the 100 Units pursuant to the Offering. After giving effect to the Offering, Drake owns 3,109,660 Common Shares, Debentures convertible into 4,000,000 Common Shares (excluding conversion of interest on the Debentures), and 3,666,667 Common Share purchase warrants, representing approximately 37.1% of the issued and outstanding Common Shares on a non-diluted basis, and approximately 67.1% on a partially-diluted basis (assuming exercise of Drake's convertible securities, and excluding conversion of interest on the Debentures). The Company has been advised by Drake that Drake acquired the Units for investment purposes, has no current intention to increase the beneficial ownership of, or control or direction over, securities of Castle and that these investments will be reviewed on a continuing basis and holdings may be increased or decreased in the future.

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, entering into the Offering with Drake is a "related party transaction". The material change report is being filed less than 21 days before the closing of the Offering as the Company required the consideration it received in connection with the Offering immediately for working capital purposes.

About Castle Resources

Castle is a Toronto-based junior mineral development company focusing on high-quality, advanced projects. The Company is the 100% owner of the past producing Granduc Copper Mine in Stewart, British Columbia. 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, 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.

Contact Information

  • Castle Resources Inc.
    Tim Mann
    Chairman, Interim President & Chief Executive Officer