NewCastle Gold Completes Merger with Catalyst Copper

NewCastle Gold Ltd. (NCA:TSX-V, the “Company” or “NewCastle”) and Catalyst Copper Corporation (CCY: TSX-V, "Catalyst) are pleased to announce that they have completed their previously announced merger. NewCastle, the continuing public company, will be anchored by the substantially permitted Castle Mountain Gold Project (“Castle Mountain”) located in California, with the goal of creating a new mid-tier gold company.

Highlights of the strengthened NewCastle include:

• Highly-experienced board and management team with a proven record of success to maximize the value of Castle Mountain
• Operational strength and access to extensive project and technical skills including United States permitting matters to supplement and strengthen the existing management team
• Extensive capital markets experience
• Infusion of capital to initiate a drill program to help determine the potential of Castle Mountain

The new Board of Directors consists of Richard Warke, as Executive Chairman, David Adamson, Mark Wayne, David Reid, Jim Gowans, Frank Giustra and Colin Sutherland. Officers of the Company are David Adamson – President and Chief Executive Officer, Paul Ireland – Chief Financial Officer, Ian Cunningham-Dunlop – Vice President Exploration, Marty Tunney – Vice President Corporate Development and Purni Parikh – Vice President Corporate Secretary.

The Company would like to thank Messrs. Buchan, Cavalluzzo, Morales and Napier for their contributions to the success of the Company and wish them all the best in their future endeavors.

The Company’s new Executive Chairman, Richard Warke, stated “With the strength of our board and management team, and the high quality Castle Mountain gold project, the Company is well positioned to drive towards its goal of creating a new mid-tier gold company”. David Adamson, Chief Executive Officer of NewCastle, added “I look forward to working with the new members of the board and management team. With a topped up treasury, we plan to have drills turning on the project in the very near term to determine the full potential of the project”.

In connection with the closing of the merger, Catalyst completed a private placement of 1,309,090 Catalyst Shares (with a hold period expiring on September 21, 2016), which shares were exchanged for NewCastle Shares. The Company expects to complete the previously announced transaction with Franco-Nevada shortly, which upon closing will result in the Company having approximately $6.5 million in cash.

Pursuant to the merger, all of the common shares of Catalyst (“Catalyst Shares”) were exchanged for common shares of NewCastle (“NewCastle Shares”) on the basis of one NewCastle Share for each Catalyst Share. The combined Company has 151,442,443 issued and outstanding shares.

Stock Options

In connection with the merger, the Board of Directors has conditionally granted the following options (the “New Options”):

• An aggregate of 6,565,000 New Options to certain officers, directors and consultants of the Company exercisable for five years at an exercise price of $0.54, based on the closing of price of NewCastle Shares on May 25, 2016. These New Options vest in equal instalments every year for a three year period.
• An aggregate of 150,000 New Options to certain employees of the Company, exercisable for five years at an exercise price of $0.54, based on the closing of price of NewCastle Shares on May 25, 2016. These New Options vest in equal instalments every six months for an 18-month period.

As the number of NewCastle Shares reserved for issuance under the options is in excess of the number available under the Company’s existing fixed stock option plan, the Company has adopted a new 10% rolling stock option plan (the “2016 Option Plan”) to provide for the grant of the New Options.

The aggregate number of NewCastle Shares which may be reserved for issuance pursuant to the 2016 Option Plan and all other share compensation arrangements (including the Company’s existing fixed stock option plan) cannot exceed 10% of the number of NewCastle Shares issued and outstanding from time to time. The 2016 Option Plan also contains restrictions on the number of NewCastle Shares which may be reserved for issuance to any one participant, and to insiders of the Company as a group.

Under TSX Venture Exchange rules, the adoption of the 2016 Option Plan and the grant of the New Options requires the approval of the TSX Venture Exchange rules and approval by disinterested shareholders. At the annual general meeting to be held on June 30, 2016, shareholders will be asked to consider and, if thought fit, approve the adoption of the 2016 Option Plan and the grant of the New Options. Detailed information concerning the 2016 Option Plan and the New Options will be contained in the management information circular distributed in connection with the annual general meeting. The New Options may not be exercised unless and until such shareholder approval is obtained

Annual General Meeting

The Company also announces that the Annual General Meeting of Shareholders will be held on June 30, 2016 at 10:30 a.m. (Toronto time) at the Toronto Board of Trade, 77 Adelaide Street West, Toronto, Ontario, M5X 1C1.

About NewCastle

NewCastle has 100% of the right, title and beneficial interest in and to the Castle Mountain Venture, a California general partnership, which owns the Castle Mountain property (the “Project”) in San Bernardino County, California. The Castle Mountain heap leach gold mine produced over one million ounces of gold from 1992 to 2001, when mining was suspended due to low gold prices. The Mine and Reclamation Plan, under which the mine operated, was authorized by the County of San Bernardino as the Lead Agency and remains in effect. Water for the drill programs is accessed from existing patented wells on the Project.

An updated NI 43-101 resource for the project was announced December 2, 2015 which includes Measured Mineral Resources of 17.4 million tonnes grading 0.86 g/t gold containing 0.48 million gold ounces, Indicated Mineral Resources of 202.5 million tonnes grading 0.57 g/t gold containing 3.71 million gold ounces along with Inferred Mineral Resources of 40.8 million tonnes grading 0.58 g/t gold and containing 0.76 million gold ounces. The Project hosts a disseminated low sulphidation epithermal system. Gold is primarily hosted by late-stage rhyolite volcanic units within zones of silicification and brecciation associated with northeast-southwest trending/southeast dipping fault structures which are interpreted to have developed within a collapsed caldera environment. Eleven gold domains are represented by both steep and shallow-dipping orientations.

Ian R. Cunningham-Dunlop, P. Eng., the Company’s Vice President Exploration, is the designated Qualified Person for this news release within the meaning of NI 43-101. He has reviewed and verified that the technical information contained in this release is accurate and has approved of the written disclosure of the same.

For further information, please contact:

NewCastle Gold Ltd.

Marty Tunney
Telephone: 416-572-0151
Email: mtunney@newcastlegold.ca

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.