Castle PEAK Signs Definitive Agreement to Sell Substantially All of Its Assets

NEWS RELEASE

CASTLE PEAK SIGNS DEFINITIVE AGREEMENT

TO SELL SUBSTANTIALLY ALL OF ITS ASSETS

Vancouver, B.C., August 3, 2017 – Castle Peak Mining Ltd. (“Castle Peak” or the “Company”, TSXV:

CAP) is pleased to announce that, further to its news release of April 24, 2017, the Company has entered

into a definitive agreement (the “Agreement”) with Star Goldfields Ltd. (the “Purchaser”) that provides for

the sale of substantially all of the assets of the Company (the "Transaction").

P u r s u a n t t o t h e A g r e e m e n t , t h e P u r c h a s e r w i l l a c q u i r e t h e r i g h t s t o a l l o f t h e C o m p a n y ' s e x p l o r a t i o n

interests in the southern Ashanti Belt, Western Region, Ghana. In consideration, the Purchaser will pay the

Company an aggregate cash purchase price of US$4.25 million.

Terms of the Agreement include:

(a) A non-refundable payment of US$200,000 which was paid in April 2017;

(b) A further deposit US$2,050,000 which was paid upon signing the Definitive Agreement; and

(c) The balance of US$2,000,000 payable at Closing.

Completion of the Transaction is subject 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 Agreement to satisfy all conditions and close the Transaction is October 31, 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.

T h e b o a r d o f d i r e c t o r s o f C a s t l e P e a k h a s u n a n i m o u s l y d e t e r m i n e d t h a t t h e T r a n s a c t i o n i s i n t h e b e s t

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

Agreement, the Company will not have any active business operations or assets other than cash. The Board

of Director s of C astle Peak i nte nd s t o exp lore p ote ntial s trateg ic alter nati ves foll owi ng the clo sing of the

proposed 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,

VANCOUVER OFFICE

#29- 1255 Riverside Drive

Port Coquitlam V3B 7W5

Tel: 604.345.1926

Fax:

Website: www.castlepeakmining.com

Email: [email protected]

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.

A d d itional d etails of t he Tra nsactio n will b e d isclos ed in the infor matio n circular of t he C omp any fo r the

Shareholder meeting which the Company currently anticipates will be mailed to the Shareholders in

September 2017 for an annual and special meeting of Shareholders expected to take place in early October

2017, with closing expected to occur shortly thereafter.

A copy of the Agreement 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.

For additional information please visit www.castlepeakmining.com or contact:

Darren Lindsay, Director

Tel: 604 345-1926

Email: [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.