Castle Resources’ going private transaction approved by shareholders

News Release

Castle Resources’ Shareholders Approve Going Private Transaction

TORONTO, Jan. 05, 2018 — Castle Resources Inc. (CSE:CRI) (“Castle” or the “Company”) is pleased to announce that further to its press release dated November 28, 2017, 99.36% of the votes cast by shareholders at the special meeting of the shareholders held January 4, 2018, were in favour of the proposed going private transaction. The going private transaction is to be completed by consolidating Castle’s outstanding common shares (the “Consolidation”).

Under the approved terms of the Consolidation, Castle’s outstanding common shares will be consolidated on the basis of one post-consolidated common share for each 7,721,166 existing issued common shares, with the result that only the controlling shareholder of the Corporation, Drake Private Investments LLC (“Drake”), will be the sole shareholder of the Company. As fractional shares will not be issued in the Consolidation, each holder of common shares of the Company, other than Drake, will receive $0.20 (the “Consolidation Price”) in cash for each cancelled common share held immediately prior to the Consolidation becoming effective (with no amount payable to any shareholder who would be entitled to receive, net of withholding taxes, less than $10).

Trading of Castle’s shares on the Canadian Securities Exchange have been halted and will be delisted at a date and time to be announced by the Canadian Securities Exchange so as to assist Castle and its transfer agent with settlement and entitlement issues in connection with the Consolidation.

Completion of the Consolidation remains subject to the fulfillment or waiver of certain conditions precedent, including receipt of confirmation that no person other than the majority Shareholder holds more than 7,721,166 common shares immediately prior to the Consolidation. Upon all conditions precedent having been met or waived, Castle will issue a news release announcing the date on which the Consolidation has come into effect.

Once the Consolidation is completed, Castle intends to apply to have its common shares delisted from the Canadian Securities Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.

For further information please contact:
Daniel Crandall, CA, CPA
Chief Financial Officer, Castle Resources Inc.
Telephone: (416) 848-9407
No stock or securities regulatory authority accepts responsibility for the adequacy or accuracy of this press release.