Castle Resources Adopts Shareholder Rights Plan
February 10 2011 - 3:27PM
Marketwired
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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Castle Resources Inc. Mike Sylvestre President &
COO 647-288-0296 mike@castleresources.com Castle Resources Inc.
Lenny Foreht VP Corporate Development 416-364-2266
lforeht@hotmail.com
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