Castle Peak Announces Closing of First Tranche of $3 Million Brokered Private Placement
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Vancouver, B.C., March 19, 2012 -- Castle Peak Mining Ltd. ('Castle Peak' or the 'Company', TSX.V: CAP) is pleased to announce that it has successfully closed the first tranche (the "First Tranche") of the previously announced offering of 12,000,000 units (the "Units") at a price of $0.25 per Unit for gross proceeds of $3,000,000 (the "Offering"). The First Tranche represented 5,470,000 Units sold to Grizal Enterprises Ltd. ("Grizal") for gross proceeds of $1,367,500. The second tranche (the "Second Tranche") of 6,530,000 Units also priced at $0.25 per Unit for gross proceeds of $1,632,500 was also subscribed for by Grizal and is expected to close as soon as practicable following receipt of clearance of all required documentation by the TSX Venture Exchange ("TSX-V"). Each Unit consists of one common share of the Company and one-half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant allows the holder to purchase one common share of the Company at an exercise price of $0.50 on or before March 16, 2014, subject to acceleration and/or adjustment in certain stated events.
Grizal is a BVI registered limited liability company whose investment interests are focused on metals mining and exploration sectors. Particularly, Grizal currently concentrates its efforts on Ghanaian gold deposits reconnaissance. Grizal fully supports Castle Peak's objectives to further explore the gold potential of the Akorade Project.
The Offering is subject to receipt of all necessary approvals including the acceptance of the TSX-V. Proceeds from the Offering will be used to fund the 2012 exploration program at Castle Peak's Akorade project in Ghana, as well as working capital.
In connection with Offering, the Company entered into an agency agreement dated March 16, 2012 with Euro-Pacific Canada Inc. (the "Agent"). The Company will pay a cash commission to the Agent equal to 3.5 percent of the total gross proceeds, with $47,862.50 paid in connection with the closing of the First Tranche. Castle Peak also agreed to issue non-transferable broker warrants with an exercise price of $0.25 per share exercisable for a period of 12 months from the date of closing to acquire such number of common shares as is equal to 7% of the aggregate number of Units issued under the Offering to the Agent and its permitted assigns, with 382,900 broker warrants issued in connection with the closing of the First Tranche.
All securities issued under the Offering are subject to customary securities law hold periods and those securities issued under the First Tranche will not become freely tradable until July 17, 2012.
Additionally, Castle Peak announces the resignation of Giovanna Martino as Corporate Secretary effective January 31, 2012. Paula Rogers, Chief Financial Officer, will act as the interim Corporate Secretary until further notice.
About Castle Peak
Castle Peak Mining Ltd. is a Canadian-based exploration and development company focused on advancing greenfields and early stage gold projects. The Company holds a strategic land package in the Ashanti belt adjacent to several producing gold mines in Ghana, West Africa. The Ashanti belt is known as one of the most prolific gold belts in the world with over 150 million proven ounces uncovered and current investment in excess of $3.3B USD.
On behalf of the Board of Castle Peak Mining Ltd.:
President and Chief Executive Officer
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus and registration exemptions and restricted persons to whom the securities may be sold in accordance with the laws of such jurisdictions and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Except for statements of historical fact, this news release contains certain 'forward-looking information' and 'forward-looking statements' within the meaning of applicable securities laws including statements regarding the Offering, the anticipated use of proceeds and the anticipated timing of the closing of the Second Tranche of the Offering. Such forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to vary materially from the anticipated results or events predicted in these forward-looking statements, including those risk factors identified in the Company's Filing Statement filed under the Company's SEDAR profile. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this release. Except as required by applicable law, Castle Peak disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither 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.