Castle Resources Announces Consolidation, Management Changes, Closing of $500,000 Loan Facility

TORONTO, ONTARIO--(Marketwired - July 6, 2016) - Castle Resources Inc. (CSE:CRI) ("Castle" or the "Company") announces that it will consolidate its issued and outstanding common shares ("Outstanding Shares") on the basis of one (1) post-consolidation Common Share (a "Consolidated Share") for every ten (10) Outstanding Shares (the "Consolidation"). The record date for the Consolidation is July 12, 2016.

At an annual and special meeting of the shareholders of Castle held on June 13, 2016, shareholders of the Company approved a consolidation of the Outstanding Shares on the basis of one Consolidated Share for a range between every four and ten Outstanding Shares. The Company will not issue any fractional Consolidated Shares as a result of the consolidation. Instead, all fractional shares will be rounded down and cancelled. Letters of transmittal will be mailed to shareholders to use to exchange their Outstanding Shares for Consolidated Shares on July 6, 2016. A copy of the letter of transmittal is filed on the Company's issuer profile on SEDAR at www.sedar.com, and on its issuer profile at www.thecse.com. A further announcement will be made advising of the completion of the Consolidation. The Consolidated Shares will commence trading on the Canadian Stock Exchange ("CSE") under same name and ticker symbol (CRI) on July 8, 2016, at which time the CUSIP and ISIN numbers of the Company will change to 148477706 and CA1484777067, respectively.

There are currently 8,387,758 Outstanding Shares. Upon the Consolidation becoming effective, it is expected there will be approximately 8,248,975 Consolidated Shares issued and outstanding, including 838,755 Consolidated Shares issued in exchange for the Outstanding Shares, and 7,410,200 Consolidated Shares to be issued pursuant to the automatic conversion of 74,102,000 outstanding special warrants in accordance with their terms.

Management Changes

The Company is pleased to announce the appointments of Rob Suttie as President and Chief Executive Officer, and Daniel Crandall as Chief Financial Officer and Secretary, effective today.

Rob Suttie currently works with Marrelli Support Services Inc. as its Vice President, possessing more than 20 years of experience, ten of which were in public accounting prior to his tenure with the Marrelli organization. Mr. Suttie specializes in management advisory services, accounting and the financial disclosure needs of the Marrelli group's public client base. In addition to Castle, Mr. Suttie also serves as Chief Financial Officer for a number of junior mining companies listed on the TSX and TSX Venture Exchange ("TSX-V"), leveraging his skills and experience to become integral to the reporting issuers.

Daniel Crandall, CPA, CA, is a Senior Manager at Marrelli Support Services Inc., and provides Chief Financial Officer, accounting, regulatory compliance, and management advisory services to numerous issuers on the TSX, TSX-V, and other Canadian and US exchanges. Previously, he was a Manager at Collins Barrow Toronto LLP, a public accounting firm, where he worked for over five years. Mr. Crandall holds an Honours Bachelor of Accounting degree from Brock University.

The Company also announces the resignation of Jennifer Ta as Chief Financial Officer of the Company, effective today. The Company wishes to thank Ms. Ta for her service to the Company, and wishes her success in her future endeavours.

Entry Into $500,000 Loan Facility

Castle also announces that it has entered into a $500,000 principal amount secured loan facility (the "Loan"), made available by Drake Private Investments, LLC ("Drake") on May 20, 2016. Under the terms of the Loan, Drake has made available to the Company a non-revolving credit facility in the principal amount of up to $500,000, which bears interest at a rate of 12% per annum, payable monthly. The Loan is secured by a mortgage of the Company's property in Stewart, British Columbia, and a charge on all of the assets of the Company. Advances under the Loan are to be made available from time to time by Drake at Drake's sole discretion, upon request by Castle. The Loan is repayable upon the earlier of demand by Drake, or maturity on May 30, 2026. The Company intends to use the funds from the Loan to fund essential property payments.

As Drake owns, directly or indirectly, more than 10% of the Outstanding Shares, Drake is a "related party" of the Company and the Loan constitutes a "related party transaction" as such terms are defined by Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Therefore, in the absence of exemptions, the Company would be required to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on the exemptions from the formal valuation and minority approval requirements of MI 61-101 pursuant to which such steps are not required in the event that the issuer is in serious financial difficulty and the transaction is designed to improve the financial condition of the issuer. The board of directors of the Company who are independent of Drake have determined, acting in good faith, that given Castle's present circumstances, the terms of the Loan are reasonable and Castle is eligible for these formal valuation and minority approval exemptions from MI 61-101.

About Castle Resources Inc.

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. Information about Castle is available at www.castleresources.com, and on Castle's profile on SEDAR at www.sedar.com.

Cautionary Statements

No stock or securities regulatory authority accepts responsibility for the adequacy or accuracy of this press release. This press release includes certain "forward looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations.
Risks, uncertainties and other factors involved with forward-looking statements could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, those relating to the Company's objectives, goals, future plans and exploration and mine development plans. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals or regulatory approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates, other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public disclosure documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this press release are reasonable, including that the Company will be able to execute on its exploration and development plans, undue reliance should not be placed on such statements, which only apply as of the date of this press release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking statements made herein, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.