CAP Castle Peak Mining Ltd

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DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
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Castle Peak Mining Ltd. ("Castle Peak" or the "Company") (TSX VENTURE:CAP)
announces that the terms of the private placement previously announced on July
4, 2012 have been amended by the Company. The offering (the "Offering") will now
consist of up to 14,705,881 units ("Units") at a price of $0.17 per Unit to
raise gross proceeds of up to $2.5 million. 


Each Unit will consist of one common share of the Company and one share purchase
Warrant, where each Warrant will allow the subscriber to purchase one additional
common share of the Company at an exercise price of $0.25 per share for a period
of 24 months from the date of closing, subject to adjustment/acceleration under
certain circumstances. 


The securities issued upon the closing of the Offering will be subject to
customary securities legislation hold periods. In addition, the subscription
agreements contain lock-up provisions such that the securities issued upon
closing of the Offering cannot be traded prior to the date that is six months
after closing of the Offering. The Offering is subject to receipt of all
necessary approvals including the acceptance of the TSX Venture Exchange
("TSXV"). The Offering is anticipated to close on or before August 3, 2012. 


Grizal Enterprises Ltd. ("Grizal"), a "control person" of the Company (as that
term is defined in the TSXV policies), has expressed its intention to subscribe
for up to 5,882,353 Units of the Offering for gross proceeds of $1 million (the
"Grizal Units"), which constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 and TSXV Policy 5.9 (together, the
"Policies"). In the event that Grizal subscribes for all 5,882,353 Grizal Units
under the Offering and the Company issues all of the Units under the
non-brokered private placement, Grizal will hold a total of 17,882,353 common
shares (undiluted) representing 23.5% of the issued and outstanding common
shares of the Company. 


Candel and Partners SAS ("Candel", and together with Grizal, the "Insiders"), a
company wholly-owned by Allan Green, a director of the Company, has subscribed
for 5,882,353 Units of the Offering for gross proceeds of $1 million (the
"Candel Units"), which constitutes a "related party transaction" within the
meaning of the Policies. In the event that the Company issues all of the Units
under the non-brokered private placement, Mr. Green will hold, directly and
indirectly, a total of 7,436,353 common shares (undiluted) representing 9.8% of
the issued and outstanding common shares of the Company. 


A third investor has subscribed for the remaining 2,941,175 Units under the
Offering for gross proceeds of $500,000. The Company proposes to pay finder's
fees of $35,000, representing 7% of the gross proceeds of this subscription.


The Offering was approved by a majority of the independent directors of the
Company as being in the best interests of the Company, and the Board has
determined exemptions from the formal valuation and minority approval
requirements under the Policies are available. Mr. Green abstained from voting
due to his interest in the Offering. 


Neither the Company, nor to the knowledge of the Company after reasonable
inquiry, the Insiders, have knowledge of any material information concerning the
issuer or its securities, that has not been generally disclosed. 


Proceeds from the Offering will be used to fund the ongoing exploration program
at Castle Peak's Akorade project in Ghana, as well as, working capital. 


The securities being offered have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States, or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any
jurisdictions in which such offer, solicitation or sale would be unlawful. Any
offering made will be pursuant to available prospectus and registration
exemptions and restricted persons to whom the securities may be sold in
accordance with the laws of such jurisdictions and by persons permitted to sell
the securities in accordance with the laws of such jurisdictions. 


About Castle Peak

Castle Peak Mining Ltd. is a Canadian-based exploration and development 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 with over 150 million proven ounces uncovered
and current investment in excess of $3.3 B USD. 


On behalf of the Board of Castle Peak Mining Ltd.:

Darren Lindsay, President and Chief Executive Officer    

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, this news release contains certain
'forward-looking information' and 'forward-looking statements' within the
meaning of applicable securities laws including statements regarding the
proposed Offering, the anticipated subscriptions, the proposed use of proceeds
and the anticipated timing of the closing of the Offering. Such forward-looking
statements are based on the opinions and estimates of management at the date the
statements are made, and are subject to known and unknown risks, uncertainties
and assumptions that could cause actual results to vary materially from the
anticipated results or events predicted in these forward-looking statements,
including those risk factors identified in the Company's Filing Statement filed
under the Company's SEDAR profile. As a result, readers are cautioned not to
place undue reliance on these forward-looking statements. The forward-looking
statements contained in this news release are made as of the date of this
release. Except as required by applicable law, Castle Peak disclaims any
intention and assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

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