|
TORONTO,
ONTARIO--(Marketwire - Dec. 15, 2009) - CASTLE GOLD CORPORATION
("Castle Gold" or the "Corporation") (TSX
VENTURE:CSG) is reiterating its advice to all shareholders to tender to
Argonaut Gold Inc.'s proposed all cash acquisition of all of the shares
of Castle Gold previously announced on October 28th, 2009 (the
"Offer"). The Offer by Argonaut is for all of the issued and
outstanding Castle Gold common shares for a minimum of C$1.25 in cash
per share, subject to an increase in such price by C$0.01 for every 1%
increase in the price of gold calculated from a starting gold price of
US$1,050 to the 5-day average London Gold Fix (PM) price for December
18, 21, 22, 23 and 24, 2009, provided that the maximum final price
shall not exceed C$1.50 per Castle Share.
The board of directors unanimously recommends that shareholders accept
the Argonaut Offer and tender their common shares to the Offer. The expiry date of the
Offer is December 29, 2009. Shareholders must tender their shares to
the Offer, or arrange to have their shares tendered to the Offer, by no
later than 11:59 pm Toronto time on December 29, 2009 in order to
participate in the Offer. However, if shares are held through a
brokerage firm or other nominee then arrangements must be made to have
shares tendered to the Offer well in advance of this date, and in most
cases no later than December 22nd or 23rd, 2009, to participate in the
Offer.
Castle Gold requests that you please immediately contact your broker or
other nominee immediately to tender your common shares to the Offer, in
an effort to cause 66 2/3% to be tendered (i.e. a pre-condition of
Argonaut taking-up the tender).
Locked-up Shareholders
Shareholders who have signed a lock-up agreement with Argonaut to
tender their shares to the Offer must also immediately complete the
required second step, following completion of the lock-up agreement,
and immediately tender all of their Castle Gold shares to the Offer.
Non-Registered Shareholders: Non-registered shareholders who have
signed a lock-up agreement must immediately contact their stock broker,
investment advisor, bank, trust company or other nominee through which
they hold their shares to immediately provide instructions to take the
necessary steps to cause their common shares to be deposited under the
Offer. The non-registered shareholder must indicate to the stock broker
or other nominee that the non-registered shareholder has signed a
lock-up agreement(s) with Argonaut, that the non-registered shareholder
is under a contractual obligation to tender such shares to the Offer
and that the stock broker or other nominee should immediately take
steps to cause the shares to be deposited to the Offer and immediately
enter these into the CDS (or DTC for US) system. Such shareholders who
need assistance in providing instructions to their stock broker or
other nominee should contact Argonaut's information agent, Kingsdale
Shareholder Services Inc. at 1-866-581-1487 or by email at contactus@kingsdaleshareholder.com,
providing all pertinent details of the stock broker or other nominee
and their holdings.
Registered Shareholders: Registered shareholders who have signed a
lock-up agreement should immediately complete a letter of transmittal
and deposit such shares. Registered shareholders of Castle Gold are
required to use the letter of transmittal that was provided by Argonaut
with its take-over bid circular to deliver their share certificates to
Kingsdale Shareholder Services Inc., the depositary for the Offer.
Registered shareholders who have not received these documents or that
need assistance in completing the letter of transmittal should contact
Kingsdale Shareholder Services Inc. at 1-866-581-1487 or by email at contactus@kingsdaleshareholder.com
to request copies or for assistance in depositing their common shares
under the Offer.
Non-Registered Shareholders not Locked-up
Shareholders whose shares are registered in the name of a stock broker,
investment advisor, bank, trust company or other nominee, whom support
the Offer, should immediately contact that stock broker or other
nominee to provide instructions to take the necessary steps to cause
their common shares to be deposited under the Offer. Such shareholders
who need assistance in providing instructions to their stock broker or
other nominee should contact Argonaut's information agent, Kingsdale
Shareholder Services Inc. at 1-866-581-1487 or by email at contactus@kingsdaleshareholder.com,
providing all pertinent details of the stock broker or other nominee
and their holdings.
Registered Shareholders not Locked-up
Registered shareholders of Castle Gold, whom support the Offer, are
required to use the letter of transmittal that was provided by Argonaut
with its take-over bid circular to deliver their share certificates to
Kingsdale Shareholder Services Inc., the depositary for the Offer.
Registered shareholders should follow the instructions in the letter of
transmittal. Registered shareholders who have not received these
documents or that need assistance in completing the letter of
transmittal should contact Kingsdale Shareholder Services Inc. at
1-866-581-1487 or by email at contactus@kingsdaleshareholder.com
to request copies or for assistance in depositing their common shares
under the Offer.
About Castle Gold
Castle Gold Corporation is a gold producer with projects focused in the
Americas. Castle Gold owns a 100% interest in the El Castillo gold mine
in Mexico and a 50% interest in the El Sastre gold mine in Guatemala.
Castle Gold is also advancing exploration and development work at its
La Fortuna gold-silver-copper project in Mexico.
Forward Looking Statements
Certain statements in this press release constitute
"forward-looking" statements that involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Castle Gold to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in
this news release, words such as "will be used",
"plans", "hope", and "expects" and
similar expressions to the extent they relate to Castle Gold are
intended to identify forward-looking statements. There is no assurance
that any strategic transaction will be completed. Unless required by
applicable securities law, Castle Gold does not assume any obligation
to update forward-looking statements.
TSX-V Trading Symbol: CSG Total Shares Outstanding: 79.2MM Fully Diluted: 86.4MM 52-Week Trading Range: C$0.16 to $1.38
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this news release.
|