Castle Peak Announces Shares for Debt Settlement

Vancouver, British Columbia--(Newsfile Corp. - October 25, 2021) - Castle Peak Mining Ltd. (TSXV: CAP) ("Castle Peak" or the "Company") is pleased to announce that it its board of directors has approved the settlement of up to $425,000 of debt through the issuance of common shares of the Company (the "Debt Settlement"). Pursuant to the Debt Settlement, the Company will issue up to 30,000,000 common shares of the Company to certain creditors being Grizal Enterprises Ltd. (the "Creditor").

The Debt Settlement transactions involving the Creditor will constitute "related party transaction[s]" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). All of the independent directors of the Company, acting in good faith, considered the transactions and have determined that the fair market value of the securities being issued to insiders and the consideration being paid is reasonable. The Company has determined that it is exempt from the minority approval and formal valuation requirements under MI 61-101 in respect of the Debt Settlement transactions, relying on the exemptions found in sections 5.5(1)(a) and (b) and 5.7(1)(a) of MI 61-101.

Completion of the Debt Settlement is subject to approval by the TSX Venture Exchange.

For further information, please contact:

"Iyad Jarbou"
Chief Financial Officer
Tel: 604.362.7685
Email: iyadj@castlepeakmining.com
Website: https://castlepeakmining.com/

FORWARD-LOOKING AND OTHER CAUTIONARY INFORMATION

Except for statements of historical fact, this news release contains certain 'forward-looking information' and 'forward-looking statements' within the meaning of applicable securities laws. This release may contain statements that are forward-looking statements and are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this release. The Company does not assume the obligation to update any forward-looking statement, except as required by law. For more information on the Company, investors should review the Company's filings that are available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus and registration exemptions and restricted persons to whom the securities may be sold in accordance with the laws of such jurisdictions and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100771