Castle PEAK Announces Agreement to Sell All of Its Ghanaian Assets
NEWS RELEASE
CASTLE PEAK ANNOUNCES AGREEMENT TO SELL ALL OF ITS GHANAIAN ASSETS
Vancouver, B.C., April 24, 2017 – Castle Peak Mining Ltd. (“Castle Peak” or the “Company”, TSXV:
CAP is pleased to announce the signing of a binding letter agreement (the “LOI”) with Star Goldfields Ltd.
(the “Purchaser”) that provides for the sale of all of the Ghanaian assets of the Company (the
"Transaction").
Pursuant to the LOI, the Purchaser will acquire the rights to all of the Company’s exploration interests in the
southern Ashanti Belt, Western Region, Ghana through a transaction to be finalized in a Definitive
Agreement. In consideration, the Purchaser will pay the Company an aggregate cash purchase price of
US$4.25 million (CAN$5.73 million converted at the April 20, 2017 exchange rate reported by the Bank of
Canada).
Terms of the LOI include:
(a) A non-refundable payment of US$200,000 to be made within seven (7) business days of the
execution of the letter agreement;
(b) A further deposit of non-refundable US$2,050,000 payable on signing the Definitive Agreement; and
(c) The balance of US$2,000,000 payable at Closing.
Completion of the Transaction is subject to the parties entering into a definitive agreement and to
customary conditions for a transaction of this nature, which include applicable regulatory and stock
exchange approvals and the approval by not less than 66 2/3% of the votes cast by Shareholders
represented in person or by proxy at a meeting of Shareholders to be called to consider and approve the
Transaction in accordance with the Business Corporations Act (BC). The outside date under the LOI to
satisfy all conditions and close the Transaction is July 14, 2017.
Reasons for the Transaction
Current market conditions for international junior exploration companies, and the ability to raise capital in
this environment to further develop and expand the Company’s assets in Ghana, are very uncertain.
Accordingly, the management and board of directors of the Company determined that this was a unique
opportunity to realize a return on its investment in Ghana.
The board of directors of Castle Peak has unanimously determined that the Transaction is in the best
interests of the Company and is fair to the Shareholders.
In the event that the Transaction is ultimately approved and completed according to the terms of the LOI,
the Company will not have any active business operations or assets other than cash. The Board of Directors
of Castle Peak intends to explore potential strategic alternatives following the closing of the proposed
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transaction. There can be no assurance that such exploration of strategic alternatives will result in a
transaction being pursued, entered into or consummated. The TSXV may transfer Castle Peak to the NEX, a
separate board of the TSXV, following the completion of the proposed sale transaction if Castle Peak fails to
meet the ongoing minimum listing requirements of the TSXV.
Additional details of the Transaction will be disclosed in the information circular of the Company for the
Shareholder meeting which the Company currently anticipates will be mailed to the Shareholders in late May
2017 for an annual and special meeting of Shareholders to take place in late June 2017, with closing
expected to occur shortly thereafter.
A copy of the LOI will be made available under the Company’s profile on SEDAR at www.sedar.com.
About Castle Peak
Castle Peak Mining Ltd. is a Canadian-based junior exploration 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.
On behalf of the Board of Castle Peak Mining Ltd.:
“Jurgen Eijgendaal ”
Director
For additional information please visit www.castlepeakmining.com or contact [email protected]
FORWARD-LOOKING STATEMENTS
Certain information provided in this press release constitutes forward-looking statements and information within the meaning
of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements and
information relating to: the anticipated benefits of the Transaction, the anticipated timing of the mailing of the information
circular and the Shareholder meeting and the anticipated timing for the closing of the Transaction. Forward ‐looking
information typically contains statements with words such as “anticipate”, “believe”, “forecast”, expect”, “plan”, “intend”,
“estimate”, “propose”, “project”, or similar words suggesting future outcomes. The Company cautions readers and prospective
investors in the Company’s securities not to place undue reliance on forward ‐looking information as, by its nature, it is based
on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which
could cause actual results to differ materially from those anticipated by the Company. In respect of the forward-looking
statements and information set out in this press release, the Company has provided such in reliance on certain assumptions
that it believes are reasonable at this time, including assumptions as to currency exchange rates, the time required to enter
into the definitive agreement, the time required to prepare and mail Shareholder meeting materials, the ability of the
Company to receive, in a timely manner, the necessary Shareholder and stock exchange approvals and the ability of the
Company to satisfy, in a timely manner, the other conditions to the closing of the Transaction.
There are many risk factors associated with the completion of the Transaction. A number of factors could cause actual results
to differ materially from those anticipated by the Company, including but not limited to risks and uncertainties inherent in the
nature of the Transaction including the failure of the Company to obtain necessary Shareholder and stock exchange approval,
or to otherwise satisfy the conditions to the Transaction, in a timely manner by the outside date or at all, risks of a material
adverse change to the Company’s assets or revenue, risks of unknown liabilities that may arise, uncertainties regarding
Transaction natural disasters, change in government policies, currency fluctuations and controls, risks of high inflation and
increased costs, changes in currency exchange rates, and other risks associated with international activity and Ghana.
Castle Peak operates outside of Canada and as such, is subject to a number of political risks over which it has no control. The
forward ‐looking information included herein is expressly qualified in its entirety by this cautionary statement. The
forward ‐looking information included herein is made as of the date hereof and the Company assumes no obligation to update
or revise any forward ‐looking information to reflect new events or circumstances, except as required by law.