Castle Resources Inc. Announces Closing of Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 26, 2014) -

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Castle Resources Inc. ("Castle" or the "Company") (CSE:CRI) is pleased to announce it has closed a non-brokered private placement of an aggregate of 50,000,000 units (the "Units") with an insider of the Company, Drake Private Investments LLC ("Drake") at a price of $0.01 per Unit for aggregate gross proceeds of $500,000 (the "Offering"). The proceeds of the Offering will be used by the Company for general working capital purposes.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share until November 26, 2019 at an exercise price of $0.05 per Common Share.

Drake is an insider of the Company by virtue of its holding approximately 21.47% of the Company's issued and outstanding Common Shares. Drake subscribed for the entire 50,000,000 Units in the Offering. Upon completion of the Offering, Drake holds an aggregate of 93,289,828 Common Shares representing approximately 37.1% of the issued and outstanding Common Shares. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase of Units by Drake is a "related party transaction". The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as the Common Shares of the Company are not listed or quoted on a specified stock exchange as set out in section 5.5(a) of MI 61-101 and the fair market value of the Offering is less than $2.5 million. The material change report is being filed less than 21 days before the closing of the Offering as the Company requires the consideration it will receive in connection with the Offering immediately for working capital purposes.

In addition, Castle and a creditor of the Company have agreed to the extension of the term of the $2.2 million debt arrangement (the "Debt Facility") previously announced in the Company's press release of July 19, 2010. As consideration for extending the term of the Debt Facility for an additional two years, from its original 5-year term, the Company has agreed to issue to such creditor an aggregate of 11,500,000 Common Share purchase warrants (the "Debt Amendment Warrants"), each exercisable for a period of five years at an exercise price of $0.02 per Common Share. In addition, the Company has agreed to an increase in the interest rate of the Debt Facility from 9% to 12% per annum for the two-year period between the original maturity date of the Debt Facility of July 14, 2015 and the new maturity date of July 14, 2017.