


Castle Resources Exercises Option to Acquire the Granduc Copper Mine and Completes Financing
TORONTO, ONTARIO--(Marketwire - July 19, 2010) - Castle Resources Inc. (TSX VENTURE:CRI) ("Castle" or the "Company") is pleased to announce that it has entered into a 6 year option agreement with Bell Copper Resources to acquire up to a 90% interest in the historic past-producing Granduc Copper Mine, located near Stewart B.C.
The Granduc Mine is an historic past-producing copper mine with excellent infrastructure in place. It is Castle's intent to commission a NI 43-101 resource calculation by drill testing the down dip and strike extent of the historical deposit, then determine the economic feasibility of the project with the aim of ultimately redeveloping the mine. Initially, this will entail setting up field operations in the Leduc Valley near the Granduc Mine site and beginning a comprehensive diamond drill program this August.
Mr. Mike Sylvestre, President & COO of Castle Resources, commented: "This acquisition represents a major milestone for the Company. The Granduc Mine has the potential to be a significant copper and precious metal producer and in the near-term it is our objective to build a NI 43-101 resource that will lead to a decision to begin a Preliminary Economic Assessment early next year."
Granduc Highlights
- Newmont and Esso Minerals operated the Granduc Mine between 1971-1984; processed over 15 million tonnes of ore with a head grade averaging 1.71% Cu; produced 420 million pounds of copper (plus gold and silver credits); the mine was closed in 1984 due to low copper prices
- Operators of the Granduc Mine invested over $115 million from Oct 1965 until start-up operations began in 1971
- 16 km haulage tunnel remains in good condition today
- Mining operations at the Granduc Mine consisted of crushing underground then processing of up to 9000 tpd at the east portal of the tunnel. The concentrate was trucked 32 miles on an all weather road to the year-round deep sea port facility in Stewart which remains in operation today
- Bell Copper's exploration activities between 2004 and 2007 have confirmed mineralization within 4 kms to the north and south of the main Granduc orebody
(i) See p.25 of the May 20, 2005 NI 43-101 posted on Bell Copper's SEDAR site
Option Agreement
Castle and Bell Copper have entered into an option agreement that will enable Castle to earn up to a 90% interest in the Granduc Mine and surrounding areas over a 6 year period. Castle can earn an 80% undivided interest in the Granduc Mine during this period by spending $25 million and will have the option to earn an additional 10% by providing the project financing. Castle will earn a 51% interest at the end of Year 3 by spending a total of $7 million in exploration and drilling expenses.
As part of the option agreement, Castle will commit to spending a total of $25 million over 6 years (including $3 million in Year 1) and commit to spending a minimum of $2 million per year with the contingency of a one time catch up year when Castle does not spend a minimum of $2 million in the previous year. Castle has paid $2.5 million to Bell Copper (of which $500,000 will be spent in the first year on the Granduc Mine to the credit of Bell Copper) and will pay 250,000 Castle shares per year during the 6-year life of the option (total of 1,500,000 shares). The Granduc property is subject to a 2% Net Smelter Royalty (NSR), payable to B2Gold Corp. The NSR can be purchased by Castle for $500,000 for the first one percent (1%) and $1 million for the remaining one percent (1%).
Castle is also assuming Bell Copper's option agreement with Teuton Resources Corp. Teuton will retain a 1.5 % NSR on the Silver Leduc claims and on Bell Copper's four claims to the north of the Silver Leduc claims (No. 415486, No. 415487, No. 415488 and No. 415489). Bell Copper's Granduc Crown claims are excluded. The NSR is subject to an annual advance royalty payment of $50,000 comprising cash and shares. The cash component of the advance royalty will be $25,000 and the share component will be $25,000 payable in common shares to be calculated as the average price of the shares of the Company over the previous 10 trading days prior to the annual Dec. 31 payment date.
Financing
In conjunction with the signing of a definitive option agreement with Bell Copper, Castle is pleased to announce that it has closed a non-brokered private placement offering (the "Offering") comprised of 6,250,000 units (the "Units") at a price of $0.20 each for gross proceeds of $1,250,000, with each Unit consisting of one common share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), and 1,350,000 flow through units (the FT Units") at a purchase price of $0.23 per FT Unit for gross proceeds of $310,500, with each FT Unit consisting of one common share and one-half of one common share purchase warrant. Each Warrant from the Units is exercisable for 1 common share of Castle at $0.30 until January 31, 2012, and each Warrant from the FT Units is exercisable for 1 common share of Castle at $0.33 until January 31, 2012.
In connection with the Offering, the Company paid eligible persons (the "Finders") a cash fee of 6% of the gross proceeds raised through each Finder under the Offering and also issued compensation warrants (the "Compensation Warrants") equal to 6% of the total number of Units or FT Units issued through each Finder under the Offering. Each Compensation Warrant entitles the holder upon exercise at $0.30 to 1 common share and 1 Warrant of Castle, until January 31, 2012. On closing, the Company paid an aggregate amount of $86,010 in cash fees to the Finders and issued an aggregate of 417,900 Compensation Warrants to the Finders.
Castle also entered into certain debt arrangements (the "Debt Facility"), which has provided a further $2.2 million in gross proceeds that have been drawn down, and an additional $1.1 million facility that is available. The Debt Facility provides for a term of 5 years, and Castle may prepay any amount of the debt after 1 year from its advance. As partial consideration for the Debt Facility, Castle has issued a total of 300,000 [+150,000] warrants for a standby fee (the "Standby Warrants"), with each Standby Warrant exercisable at $0.20 per common share in the capital of Castle for 2 years. In addition, Castle has issued 3,600,000 warrants (the "Draw Down Warrants") on draw down of the $2.2 million facility Each Draw Down Warrant is exercisable at $0.25 per common share in the capital of Castle for a period of 5 years. An additional 1,800,000 Draw Down Warrants are issuable if Castle draws down on the $1.1 million facility.
Proceeds from the Offering and Debt Facility have been used to purchase the option on the Granduc, and will be used to further finance the Company's exploration and development projects and for general working capital. All securities issued pursuant to the Offering, including the securities comprising the Units, FT Units and Compensation Warrants issued to the Finders, and the securities issued in conjunction with the Debt Facility including the Standby Warrants and the Draw Down Warrants are subject to a four (4) month statutory hold commencing from closing.
Castle also wishes to announce that pursuant to the terms and conditions of its Stock Option Plan, it has granted, in the aggregate, 500,000 incentive stock options (the "Options") to an officer of the Company. The options are exercisable for a five year period at $0.20 per share.
Brad Leonard, P. Geo., Castle's Exploration Manager, is the Qualified Person responsible for the scientific and technical work (as defined under National Instrument 43-101) discussed in this press release, and has reviewed this press release.
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 2010. 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.
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.