Castle Resources Adopts Shareholder Rights Plan
February 10 2011 - 2:27PM
Marketwired Canada
Castle Resources Inc. (TSX VENTURE:CRI) ("Castle" or the "Company") is pleased
to announce its Board of Directors has approved the adoption of a shareholder
rights plan (the "Rights Plan") effective as of February 4, 2011. The Rights
Plan is designed to encourage the fair and equal treatment of shareholders in
connection with any take-over bid for the outstanding securities of the Company.
In approving the Rights Plan the Company intends to provide shareholders and the
Board of Directors with adequate time to assess any take-over bid; to consider
alternatives to a take-over bid as a means of maximizing shareholder value; to
allow competing bids to emerge; and to provide shareholders with adequate time
to properly assess a take-over bid without undue pressure. Castle's Board of
Directors is not currently aware of any pending or threatened take-over bid for
the Company. The Rights Plan is similar to plans adopted by other Canadian
companies and ratified by their shareholders.
Under the terms of the Rights Plan, one right (a "Right") will be issued by
Castle in respect of each outstanding Castle common share at the close of
business on February 4, 2011 and in respect of each common share of Castle
issued thereafter (subject to the terms of the Rights Plan). The Rights issued
under the Rights Plan become exercisable only if a person acquires or announces
its intention to acquire 20 percent or more of the common shares of the Company
without complying with the "permitted bid" provisions of the Rights Plan or
without approval of Castle's Board of Directors.
Should such an acquisition occur, Rights holders (other than the acquiring
person or related persons) can purchase common shares of the Company at a
substantial discount to the prevailing market price (as defined in the Rights
Plan) at the time the Rights become exercisable.
Although effective as of February 4, 2011, the Rights Plan is subject to
ratification by the Company's shareholders at the Company's annual and special
meeting of shareholders currently scheduled for March 22, 2011, and, if
ratified, the Rights Plan must be confirmed at every third annual meeting
thereafter. If not ratified at the Company's shareholders' meeting scheduled for
March 22, 2011, the Rights Plan and all of the Rights outstanding at the time
will terminate. The Rights Plan has been accepted for filing by the TSX Venture
Exchange subject only to shareholder approval.
A copy of the Rights Plan will be available on SEDAR at www.sedar.com and can
also be obtained from Castle upon a written request.
About Castle Resources
Castle Resources Inc. is a Toronto-based junior mineral exploration company
focusing on high-quality, advanced exploration projects. Management's goal is to
begin the redevelopment of the past producing Granduc Copper Mine and begin new
exploration activities; as well, management is quickly advancing the Elmtree
Gold Project in New Brunswick toward feasibility in 2011. For more information
please visit the Castle Resources' website at www.castleresources.com.
Disclaimer
Certain statements contained in this news release may contain forward-looking
information within the meaning of Canadian securities laws. Such forward-looking
information is identified by words such as "estimates", "intends", "expects",
"believes", "may", "will" and include, without limitation, statements regarding
the company's plan of business operations (including plans for progressing
assets), estimates regarding mineral resources, projections regarding
mineralization and projected expenditures. There can be no assurance that such
statements will prove to be accurate; actual results and future events could
differ materially from such statements. Factors that could cause actual results
to differ materially include, among others, metal prices, risks inherent in the
mining industry, financing risks, labour risks, uncertainty of mineral resource
estimates, equipment and supply risks, title disputes, regulatory risks and
environmental concerns. Most of these factors are outside the control of the
company. Investors are cautioned not to put undue reliance on forward-looking
information. Except as otherwise required by applicable securities statutes or
regulation, the company expressly disclaims any intent or obligation to update
publicly forward-looking information, whether as a result of new information,
future events or otherwise.
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