N@N

Castle Gold Reminds Shareholders to Tender to Argonaut Gold Cash Offer

^{Published on 2009-12-15 12:08:01 - Market Wire}
 

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2009) - CASTLE GOLD CORPORATION ("Castle Gold" or the "Corporation") (TSX VENTURE:CSG) is reiterating its advice to all shareholders to tender 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 for 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 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, or arrange to have their shares tendered to the Offer, by no later than 11:59 pm Toronto time on December 29, 2009 in order to participate in the Offer. However, if shares are held through a brokerage firm or other nominee then arrangements must be made to have shares tendered to the Offer well in advance of this date, and in most cases no later than December 22nd or 23rd, 2009, to participate in the Offer.

Castle Gold requests that you please immediately contact your broker or other nominee immediately to tender your common shares to the Offer, in an effort to cause 66 2/3% to be tendered (i.e. a pre-condition of Argonaut taking-up the tender).

Locked-up Shareholders

Shareholders who have signed a lock-up agreement with Argonaut to tender their shares to the Offer must also immediately complete the required second step, following completion of the lock-up agreement, and immediately tender all of their Castle Gold shares to the Offer.

Non-Registered Shareholders: Non-registered shareholders who have signed a lock-up agreement must immediately contact their stock broker, investment advisor, bank, trust company or other nominee through which they hold their shares to immediately provide instructions to take the necessary steps to cause their common shares to be deposited under the Offer. The non-registered shareholder must indicate to the stock broker or other nominee that the non-registered shareholder has signed a lock-up agreement(s) with Argonaut, that the non-registered shareholder is under a contractual obligation to tender such shares to the Offer and that the stock broker or other nominee should immediately take steps to cause the shares to be deposited to the Offer and immediately enter these into the CDS (or DTC for US) system. Such shareholders who need assistance in providing instructions to their stock broker or other nominee should contact Argonaut's information agent, Kingsdale Shareholder Services Inc. at 1-866-581-1487 or by email at [ contactus@kingsdaleshareholder.com ], providing all pertinent details of the stock broker or other nominee and their holdings.

Registered Shareholders: Registered shareholders who have signed a lock-up agreement should immediately complete a letter of transmittal and deposit such shares. Registered shareholders of Castle Gold are required to use the letter of transmittal that was provided by Argonaut with its take-over bid circular to deliver their share certificates to Kingsdale Shareholder Services Inc., the depositary for the Offer. Registered shareholders who have not received these documents or that need assistance in completing the letter of transmittal should contact Kingsdale Shareholder Services Inc. at 1-866-581-1487 or by email at [ contactus@kingsdaleshareholder.com ] to request copies or for assistance in depositing their common shares under the Offer.

Non-Registered Shareholders not Locked-up

Shareholders whose shares are registered in the name of a stock broker, investment advisor, bank, trust company or other nominee, whom support the Offer, should immediately contact that stock broker or other nominee to provide instructions to take the necessary steps to cause their common shares to be deposited under the Offer. Such shareholders who need assistance in providing instructions to their stock broker or other nominee should contact Argonaut's information agent, Kingsdale Shareholder Services Inc. at 1-866-581-1487 or by email at [ contactus@kingsdaleshareholder.com ], providing all pertinent details of the stock broker or other nominee and their holdings.

Registered Shareholders not Locked-up

Registered shareholders of Castle Gold, whom support the Offer, are required to use the letter of transmittal that was provided by Argonaut with its take-over bid circular to deliver their share certificates to Kingsdale Shareholder Services Inc., the depositary for the Offer. Registered shareholders should follow the instructions in the letter of transmittal. Registered shareholders who have not received these documents or that need assistance in completing the letter of transmittal should contact Kingsdale Shareholder Services Inc. at 1-866-581-1487 or by email at [ contactus@kingsdaleshareholder.com ] to request copies or for assistance in depositing their 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: 86.4MM
52-Week Trading Range: C$0.16 to $1.38

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