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Castle Resources Inc. (TSX VENTURE:CRI - News; "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.
Contact:
Mike Sylvestre
Castle Resources Inc.
President & COO
647-288-0296
mike@castleresources.com
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