RE: Christmas wishesThe desperation is being to set in - time for current management to hit the road
Castle Gold Reminds Shareholders to Tender to Argonaut Gold CashOffer
3:00 PM ET, December 15, 2009
TORONTO, ONTARIO, Dec 15, 2009 (MARKETWIRE via COMTEX) --CASTLE GOLD CORPORATION ("Castle Gold" or the "Corporation") (TSXVENTURE: CSG) is reiterating its advice to all shareholders to tenderto Argonaut Gold Inc.'s proposed all cash acquisition of all of theshares of Castle Gold previously announced on October 28th, 2009 (the"Offer"). The Offer by Argonaut is for all of the issued andoutstanding Castle Gold common shares for a minimum of C$1.25 in cashper share, subject to an increase in such price by C
.01 for every1% increase in the price of gold calculated from a starting goldprice of US$1,050 to the 5-day average London Gold Fix (PM) price forDecember 18, 21, 22, 23 and 24, 2009, provided that the maximum finalprice shall not exceed C$1.50 per Castle Share.
The board of directors unanimously recommends that shareholdersaccept the Argonaut Offer and tender their common shares to theOffer. The expiry date of the Offer is December 29, 2009.Shareholders must tender their shares to the Offer, or arrange tohave their shares tendered to the Offer, by no later than 11:59 pmToronto time on December 29, 2009 in order to participate in theOffer. However, if shares are held through a brokerage firm or othernominee then arrangements must be made to have shares tendered to theOffer well in advance of this date, and in most cases no later thanDecember 22nd or 23rd, 2009, to participate in the Offer.
Castle Gold requests that you please immediately contact your brokeror other nominee immediately to tender your common shares to theOffer, in an effort to cause 66 2/3% to be tendered (i.e. apre-condition of Argonaut taking-up the tender).
Locked-up Shareholders
Shareholders who have signed a lock-up agreement with Argonaut totender their shares to the Offer must also immediately complete therequired 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 havesigned a lock-up agreement must immediately contact their stockbroker, investment advisor, bank, trust company or other nomineethrough which they hold their shares to immediately provideinstructions to take the necessary steps to cause their common sharesto be deposited under the Offer. The non-registered shareholder mustindicate to the stock broker or other nominee that the non-registeredshareholder has signed a lock-up agreement(s) with Argonaut, that thenon-registered shareholder is under a contractual obligation totender such shares to the Offer and that the stock broker or othernominee should immediately take steps to cause the shares to bedeposited to the Offer and immediately enter these into the CDS (orDTC for US) system. Such shareholders who need assistance inproviding instructions to their stock broker or other nominee shouldcontact Argonaut's information agent, Kingsdale Shareholder ServicesInc. at 1-866-581-1487 or by email atcontactus@kingsdaleshareholder.com, providing all pertinent detailsof the stock broker or other nominee and their holdings.
Registered Shareholders: Registered shareholders who have signed alock-up agreement should immediately complete a letter of transmittaland deposit such shares. Registered shareholders of Castle Gold arerequired to use the letter of transmittal that was provided byArgonaut with its take-over bid circular to deliver their sharecertificates to Kingsdale Shareholder Services Inc., the depositaryfor the Offer. Registered shareholders who have not received thesedocuments or that need assistance in completing the letter oftransmittal should contact Kingsdale Shareholder Services Inc. at1-866-581-1487 or by email at contactus@kingsdaleshareholder.com torequest copies or for assistance in depositing their common sharesunder the Offer.
Non-Registered Shareholders not Locked-up
Shareholders whose shares are registered in the name of a stockbroker, investment advisor, bank, trust company or other nominee,whom support the Offer, should immediately contact that stock brokeror other nominee to provide instructions to take the necessary stepsto cause their common shares to be deposited under the Offer. Suchshareholders who need assistance in providing instructions to theirstock broker or other nominee should contact Argonaut's informationagent, Kingsdale Shareholder Services Inc. at 1-866-581-1487 or byemail at contactus@kingsdaleshareholder.com, providing all pertinentdetails of the stock broker or other nominee and their holdings.
Registered Shareholders not Locked-up
Registered shareholders of Castle Gold, whom support the Offer, arerequired to use the letter of transmittal that was provided byArgonaut with its take-over bid circular to deliver their sharecertificates to Kingsdale Shareholder Services Inc., the depositaryfor the Offer. Registered shareholders should follow the instructionsin the letter of transmittal. Registered shareholders who have notreceived these documents or that need assistance in completing theletter of transmittal should contact Kingsdale Shareholder ServicesInc. at 1-866-581-1487 or by email atcontactus@kingsdaleshareholder.com to request copies or forassistance in depositing their common shares under the Offer.
About Castle Gold
Castle Gold Corporation is a gold producer with projects focused inthe Americas. Castle Gold owns a 100% interest in the El Castillogold mine in Mexico and a 50% interest in the El Sastre gold mine inGuatemala. Castle Gold is also advancing exploration and developmentwork 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 andother factors which may cause the actual results, performance orachievements of Castle Gold to be materially different from anyfuture results, performance or achievements expressed or implied bysuch forward-looking statements. When used in this news release,words such as "will be used", "plans", "hope", and "expects" andsimilar expressions to the extent they relate to Castle Gold areintended to identify forward-looking statements. There is noassurance that any strategic transaction will be completed. Unlessrequired by applicable securities law, Castle Gold does not assumeany 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
.16 to $1.38