Castle Resources Inc. ("Castle" or the "Company") (TSX VENTURE:CRI) announced
that it acquired control over 18,000,000 common shares (the "Winston Shares") of
Winston Resources Inc. (CNSX:WRW) ("Winston Resources"), representing
approximately 29% of the issued and outstanding common shares of Winston
Resources. The Winston Shares were issued to the Company from treasury upon
completion of a reverse takeover (the "RTO") of Gorilla Resources Corp.
("Gorilla") by CNRP Mining Inc. ("CNRP") following which Gorilla changed its
name to Winston Resources Inc, all as further described in a news release of
Winston Resources dated June 22, 2012 (the "Winston Press Release"). CNRP has
become a 100% subsidiary of Winston Resources. 


Pursuant to a purchase and assignment agreement (the "Purchase Agreement")
entered into on April 30, 2012 between the Company and CNRP, immediately prior
to the RTO the Company received 18,000,000 common shares of CNRP (the "CNRP
Shares") as part of the sale by the Company to CNRP of the Castle Interest (as
defined below) and the Underlying Option Agreement (as defined below). The CNRP
Shares were exchanged for common shares of Winston Resources on a one-for-one
basis under the RTO.


The Company was the registered and beneficial owner of a 60% right, title and
interest (the "Castle Interest") in certain mining claims and mining patents
commonly known as the Elmtree Gold Property located in New Brunswick (the
"Property"). Pursuant to an option agreement dated June 1, 2009 (the "Underlying
Option Agreement"), Stratabound Minerals Corp. granted the Company the exclusive
right, title and option to acquire an additional 10% right, title and interest
in the Property (the "Underlying Option"), which Underlying Option may be
exercised on or before June 26, 2012.


Under the terms of the Purchase Agreement between the Company and CNRP, the
Company sold the Castle Interest to CNRP, and assigned all of the Company's
rights, obligations and interests under the Underlying Option Agreement to CNRP,
all in exchange for the following consideration:




    (a)   payment to the Company by CNRP of the following cash payments:    
                                                                            
          (i)   $250,000 on or before the six month anniversary of the      
                completion of the RTO; and                                  
                                                                            
          (ii)  $250,000 on or before the 12 month anniversary of the       
                completion of the RTO; and                                  
                                                                            
    (b)   the issuance of the CNRP Shares to the Company; and               
                                                                            
    (c)   the grant by CNRP to the Company of a 3% net smelter return       
          royalty on the Castle Interest to be calculated and payable in    
          accordance with the Purchase Agreement.                           



Pursuant to the RTO, the CNRP Shares held by the Company were acquired by
Gorilla in exchange for the Winston Shares, at a deemed price of $0.25 per
Winston Share, as further described in the Winston Press Release.


As a condition to acquiring the CNRP Shares and, subsequently, the Winston
Shares, the Company entered into a voting trust agreement dated June 22, 2012,
pursuant to which the Company assigned all of its voting rights in and to the
Winston Shares to Daniel Wettreich, the CEO of Winston Resources, and agreed not
sell any of the Winston Shares to any third party without the prior written
consent of Winston Resources until the earlier of the date on which the Company
dividends or distributes the Winston Shares to the shareholders of the Company
or the date that is 24 months from the completion of the RTO.


The Winston Shares are held for investment purposes. The Company may, depending
on market and other conditions, increase or decrease its beneficial ownership of
securities of Winston Resources, whether in the open market, by privately
negotiated agreements or otherwise, subject to a number of factors, including
general market conditions and other available investment and business
opportunities.


About Castle Resources 

Castle is a Toronto-based junior mineral development company focusing on
high-quality, advanced projects. Management's goal is to continue the
redevelopment of the 100% owned past producing Granduc Copper Mine in Stewart,
B.C. 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. 


This news release does not constitute an offer to sell or solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to a U.S. Person unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.


Churchill Resources (TSXV:CRI)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Churchill Resources Charts.
Churchill Resources (TSXV:CRI)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Churchill Resources Charts.