Castlebar Capital Corp. Files Amended Filing Statement Respecting Qualifying Transaction

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Vancouver, British Columbia–(Newsfile Corp. – November 29, 2021) – Castlebar Capital Corp. (TSXV: CBAR.P) (“Castlebar” or the “Company“) is pleased to announce that it has filed an amended filing statement dated November 29, 2021 (the “Filing Statement“) in connection with its proposed “qualifying transaction,” as defined under TSX Venture Exchange (the “Exchange“) Policy 2.4 – Capital Pool Companies, respecting the Southern Spectrum mineral property (the “Property“) in British Columbia (the “Transaction“). In due course, the Company will issue a further comprehensive press release announcing the closing of the Transaction and the date on which the common shares of the Company will resume trading. Assuming all conditions for closing are satisfied, the Company expects to close the Transaction on or about December 31, 2021, with trading in its common shares resuming shortly thereafter.

The Filing Statement includes audited carve-out financial statements respecting the Property for the years ended April 30, 2021 and 2020 and unaudited carve-out financial statements respecting the Property for the interim period ended July 31, 2021. The carve-out financial statements indicate the Property consists of $139,965 in exploration and evaluation assets, $Nil liabilities, $Nil revenues, and a net loss of $Nil for the period ended July 31, 2021.

A technical report titled “National Instrument 43-101 Technical Report on the Southern Spectrum Property” having an effective date of October 6, 2021, and prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) and the policies of the TSX Venture Exchange (the “Exchange“), has been prepared respecting the Property (the “Technical Report“) and was filed under the Company’s SEDAR profile in conjunction with the filing of the Filing Statement.

Castlebar previously entered into a sale, assignment, assumption and amending agreement dated January 22, 2021, as amended June 22, 2021 and August 23, 2021 (the “Definitive Agreement“), with 1162832 B.C. Ltd. (“1162832“) and Christopher R. Paul & Michael A. Blady (collectively, the “Optionor“), pursuant to which Castlebar will assume all of 1162832’s right, title and interest, as optionee, in and to a property option agreement (the “Option Agreement“) dated January 10, 2019, as amended September 10, 2020, respecting the Property. The parties have further amended the Definitive Agreement pursuant to an amending agreement dated as of November 22, 2021. The amending agreement extends the timeframes for Castlebar to make exploration expenditures on the Property, and accordingly to successfully exercise the option on the Property pursuant to the Option Agreement, Castlebar is required, among other things, to spend a total of $1,250,000 on exploration of the Property, as follows: $250,000 by December 31, 2022; an additional $400,000 by December 31, 2023; and an additional $600,000 by December 31, 2024.

For further information, please refer to the Filing Statement and the Technical Report on SEDAR at www.sedar.com, as well as the press releases of the Company dated December 11, 2020, January 22, 2021, April 20, 2021, June 28, 2021, September 17, 2021, and October 7, 2021. The Company will provide further updates respecting the Transaction in due course.

About Castlebar

Castlebar is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

For additional information, please refer to the Company’s disclosure record on SEDAR (www.sedar.com) or contact the Company as follows: Lucas Birdsall, CEO, at (778) 549-6714 or [email protected].

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This news release contains “forward-looking information” that is based on the Company’s current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, the Company’s business, plans, outlook and business strategy. The words “may”, “would”, “could”, “should”, “will”, “likely”, “expect,” “anticipate,” “intend”, “estimate”, “plan”, “forecast”, “project” and “believe” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and technological or operational difficulties. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the 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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105699