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Duncastle Signs LOI with Ashburton and Denali to Acquire Three PGM-Ni-Cu Mineral Properties

Duncastle Gold Corp. ("Duncastle" or the "Company") has signed a binding Letter of Intent (the "LOI") with Ashburton Ventures Inc. ("Ashburton") and Denali Resources Ltd. ("Denali") to acquire a 100% interest in three PGM-Ni-Cu mineral properties located in the southwestern Yukon.

The Spy, Ultra and Catalyst/CKR properties total over 262 square kilometers in the Kluane Ultramafic Belt, a 600km-long sequence of igneous and sedimentary rocks extending from northern British Columbia through the Yukon and into Alaska. Within the belt, mineralization occurs at the contact between ultramafic and sedimentary rocks, with the most notable being the Wellgreen deposit. Wellgreen Platinum Ltd. is currently completing a prefeasibility study at the Wellgreen deposit and has previously reported an Indicated Resource of 14.4 Mt at 0.68% Ni, 0.62% Cu, with 2.23 g/t Pt+Pd+Au grade, and an Inferred Resource of 446.6 Mt at 0.31% Ni, 0.25% Cu, with 0.87 g/t Pt+Pd+Au grade at a 0.22% NiEq cut-off (see Wellgreen Platinum Ltd. news release, June 18, 2012).

Duncastle President Michael Rowley comments: "We are very pleased to be in a position to acquire such excellent properties in an emerging district for platinum group elements plus nickel and copper at a time when forecasts for these metals - in particular platinum, palladium and nickel - are very positive. The properties have substantial exploration potential based on their size and location in the Kluane belt and, in the case of Catalyst/CKR, their position directly adjacent to the Wellgreen Project. Additionally, we are expanding the Board of Directors to include professionals with experience in these metals as well as in exploration in the Yukon. In addition, with all three properties less than 20 kilometers from the Alaska Highway, we have a logistical advantage which we will benefit from as we advance them through well-planned exploration programs."

Project Summary

The Catalyst/CKR Project covers 16,310 hectares that are positioned northwest and southeast of the Wellgreen deposit. On the northwest claims adjacent to Wellgreen, altered carbonate at the contact with a serpentinized peridotite sill, historic assays returned 0.11 g/t Pt, 0.11 g/t Pd, 0.14 g/t Au, 0.07% Cu and 0.16% Ni. Additional historic magnetic and VLF anomalies are present on the property that require follow-up prospecting and sampling (from Yukon Geological Survey Minfile Nos. 115G-026, -033, and -088, Assessment Report Nos. 094396, 093662, 017513, 092578, 092575, 092744, 094253, 094250, 094466, 094217, 017459).

The Spy Project covers 1,250 hectares and encompasses much of the ultramafic Spy Sill, which is 75-100m thick and intrudes the Hasen Creek siltstone for six kilometers along a northwest strike. Mineralization along the contact varies from disseminated sulfides to massive sulfide lenses, with historic grab samples assaying as high as 75.8 g/t Pt, 7.9 g/t Pd, 7.0 g/t Au, 2.6% Ni and 10.45% Cu (Bell, C. 1996. Report on 1995 geological and geochemical surveys on the Klu property. Yukon Dept. of Energy, Mines and Resources, Assessment Report #093371, 244p.).

The Ultra Project covers 8,650 hectares and includes the Frohberg PGM-Ni-Cu showing, which was explored by trenching in 2002 and returned 5.54 g/t Pt, 13.46 g/t Pd, 4.07% Cu and 1.73% Ni. Numerous ultramafic occurrences elsewhere on the property have not been assessed for PGM-Ni-Cu potential. (Pautler, J. 2012, Geological and geochemical assessment report on the Ultra Project, Whitehorse Mining District, Yukon, 47p.).

Deal Structure

Duncastle may acquire a 100% interest in the Spy, Ultra and Catalyst/CKR properties by completing the following:

  • Paying $50,000 and issuing an aggregate 8.5 million shares to Denali over 3 years for the Catalyst project;
  • assuming the requirements of existing property agreements now in place for the Spy and Ultra properties by assignment from Ashburton, including the completion of $500,000 in exploration work, $85,000 in cash payments, and the issuance of 650,000 shares over 5 years;
  • paying $5,000 to Ashburton for the Ultra property and a further $5,000 to the underlying vendor of the Ultra property; and
  • Issuing 350,000 shares to Ashburton for purchase of the CKR claims and a further 150,000 shares to Ashburton for assignment of the Spy and Ultra claims.

The Company will appoint Dr. Tom E. McCandless, P.Geo., as a director and Chief Operating Officer, Mr. Eugene D. Spiering as a director and Vice President Exploration, and Mr. Bill Harris as director. Dr. McCandless is President of MCC Geoscience Inc. and an adjunct professor at the University of Arizona, where for ten years he conducted research on PGM mineralization in the world-class Bushveld igneous province. Mr. Spiering is presently VP Exploration for Quaterra Resources Inc. and has over 30 years of experience in the mining and exploration industry. He was formerly VP Exploration with Rio Narcea Mines Ltd., where he managed the team that discovered and developed the Aguablanca nickel mine as well as the El Valle and Carles gold mines in Spain. Mr. Harris is a second-generation prospector and miner, born and raised in the Yukon. He is the founder and a director of Northern Freegold Resources Ltd. with several significant gold-copper-silver deposits at Freegold Mountain in the Yukon. Mr. Harris' experience ranges from project generation through acquisition, exploration management, permitting, and mining. Bill was awarded the Yukon Prospectors Association prospector of the year in 1994.

Duncastle will enter into a debt settlement agreement with its two largest creditors, both of whom are insiders of the Company, and will effect a corporate name change to reflect the acquisition.

The LOI is subject to approval by the TSX Venture Exchange of a formal agreement to conclude the transaction by July 30, 2014, and to completion of a financing to fund exploration work during the 2014 season as well as acquisition costs and general and administrative requirements.

Other Properties

Duncastle also reported today that it has negotiated an assignment of the Black Lake property agreement in Northwestern Ontario from the underlying vendor of the current agreement, effectively removing Fortune Tiger Resources Ltd as the intermediate Optionor by issuing two million shares to Fortune Tiger Resources Ltd. for the assignment. By doing so Duncastle eliminates work requirements totaling $1.35 million and gains the potential to earn 100% of the project instead of the 80% it can currently earn.

The Company further reported that Armex Mining Corp. has received its exploration permit at the Yankee-Dundee project in Southeast BC. By the terms of the sale agreement announced January 21, 2013, the next advance royalty payment of $50,000 is therefore due from Armex Mining Corp. on or about August 28, 2015 and will continue annually from that date until the start of commercial production at which time production payments commence which may total about $4 million or more by way of cash and royalty payments depending on mine performance, commodity markets and other factors.

Duncastle also reported that, subject to approval by the TSX Venture exchange, it has amended two property agreements in light of current market conditions. The Company has negotiated postponement of a cash payment for the Black Lake claims by agreeing to a payment of $2,000 cash and 300,000 shares to Rubicon Minerals Corp. The Company also amended an agreement in order to postpone a $60,000 payment for the Porphyry Creek project from January 1, 2014 until May 30, 2014. Optionors of the Porphyry Creek property include Michael Rowley, President and director, and Crucible Resources Limited, a company owned by director Douglas Warkentin, and a third party. Duncastle is now in default of the amended agreement and has received a notice of default from the Optionor.

The technical contents of this release have been reviewed by Tom E. McCandless, Ph.D., P. Geo., independent consultant to Duncastle and qualified person as defined by National Instrument 43-101. The properties have not been the subject of a National Instrument 43-101 report, and Dr. McCandless has not verified the technical data disclosed in this release.

On behalf of the Board of Directors,

Michael Rowley, President, Director, Duncastle Gold Corp.

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