TORONTO, ONTARIO -- (MARKET WIRE) -- 02/09/11 --
Castillian Resources Corporation (TSX VENTURE: CT) ("Castillian" or the "Company") announces that pursuant to a letter agreement (the "Letter Agreement") entered into with Alder Resources Ltd. ("Alder") to acquire the right to earn a 60% interest in the Canadian Creek Gold property located in the Whitehorse Mining District, Yukon (the "Property") (See Press Release dated October 18, 2010), the parties have clarified the terms of the previously entered into assignment agreement among Castillian, Alder and Cariboo Rose Ltd. Alder acquired its interest in the Property pursuant to an option agreement (the "Option Agreement") dated June 11, 2009 entered into between Alder and Cariboo Rose Resources Ltd. (the "Optionor") under which Alder had an option to acquire a 60% interest.
On October 14, 2010 the parties entered into an assignment agreement with the Optionor in accordance with the terms of the Option Agreement (the "Assignment Agreement"). The parties wish to clarify the terms Assignment Agreement to provide that in addition to the obligations to be assumed by Castillian as described above, Castillian shall: (i) on the third anniversary of the Option Agreement, being June 18, 2012, at its sole option make a cash payment of $60,000 and issue to the Optionor that number of Common Shares equal in value to $15,000; and (ii) on the fourth anniversary of the Option Agreement, being June 18, 2013, at its sole option, shall pay the Optionor $100,000 and issue to the Optionor that number of Common Shares which are equal in value to $30,000. Castillian will be required to carry out exploration on the property totalling $1,425,000 by June 18, 2013. The Company previously announced on October 18, 2010 that Castillian would: (i) on or before January 18, 2012, make a cash payment in the amount of $60,000 and issue to the Optionor the greater of 50,000 Common Shares and that number of Common Shares equal to $15,000; and (ii) on or before June 18, 2013 make a cash payment in the amount of $100,000 and issue the Optionor the greater of 100,000 Common Shares and that number of Common Shares equal to $30,000.
Pursuant to the Letter Agreement, the Company shall issue to Alder 1,562,500 Common Shares as of the date hereof and shall be required to remit an aggregate cash payment in the amount of $250,000 on or before the 30 month anniversary of the agreement and to issue that number of Common Shares to Alder, which in the aggregate shall equal $900,000 over a three year period.
Completion of the acquisition is subject to the receipt of all required regulatory and securities approvals, including the approval of the TSX Venture Exchange, along with other customary closing conditions.
About Castillian Resources
Castillian Resources Corp. is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol "CT" which has gold and base metal properties in Canada and South America. Castillian's flag ship property is the Hope Brook Gold Project located in southwestern Newfoundland where it is carrying out a 15,000 metre diamond drill program.
Cautionary Note Regarding Forward-looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects, statements regarding exploration prospects, statements regarding the potential and financial impact of the proposed Acquisition, the terms and conditions of the Acquisition, receipt of requisite approvals and the execution of definitive agreements, the benefits of the proposed Acquisition, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; acquisition risks, the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the
Property not being integrated successfully or such integration proving more difficult, time consuming or costly than expected, not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and shortages and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
To view the Location Map and General Geology of Canadian Creek Property, White-Coffee Gold Area, Yukon, please visit the following link:
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.
Castillian Resources Corp.
President & CEO
Source: Castillian Resources Corp.