Castle Mountain Adopts Shareholder Rights Plan and Updates By-Laws

Castle Mountain Mining Company Limited (TSX VENTURE:CMM): ("Castle Mountain
Mining" or the "Company") is pleased to announce that its board of directors
(the "Board") has approved the adoption of a shareholder rights plan agreement
(the "Rights Plan"), entered into with Equity Financial Trust Company, as rights
agent, effective December 3, 2013. In addition, the Board has approved
amendments to the Company's by-laws to include an advance notice provision (the
"Provision") which requires advance notice to the Company in circumstances where
nominations of persons for election to the Board are made by shareholders of the
Company other than pursuant to: (i) the requisition of a meeting, or (ii) a
shareholder proposal, both made pursuant to the provisions of the Business
Corporations Act (Ontario) (the "Act"). 


The Rights Plan is being adopted to provide adequate time for the Board and the
Company's shareholders to assess any unsolicited take-over bid (a "Bid") which
might be received, to provide the Board with sufficient time to explore and
develop alternatives for maximizing shareholder value and to provide the
Company's shareholders with an equal opportunity to participate in the Bid and
protect them from unfair or coercive tactics. The Rights Plan is not being
adopted as a result of any pending or suspected unsolicited Bid to acquire
control of the Company.


The Rights Plan is intended to encourage any Bid to satisfy certain minimum
standards designed to promote fairness. If a Bid fails to satisfy these minimum
standards, the Rights Plan provides that holders of the Company's common shares,
other than the bidder, will be able to purchase additional common shares at a
substantial discount to the market price.


The Rights Plan has been conditionally approved by the TSX Venture Exchange and
is subject to the ratification by the shareholders of the Corporation at its
next annual and special meeting of shareholders.


With respect to the Provision, among other things, it fixes a deadline by which
holders of record of common shares of the Company must submit director
nominations to the Company prior to any annual or special meeting of
shareholders and sets forth the information that a shareholder must include in
the notice to the Company. 


In the case of an annual meeting of shareholders, notice to the Company must be
provided not less than 30 days nor more than 65 days prior to the date of the
annual meeting; provided, however, that in the event that the annual meeting is
called for a date that is less than 50 days after the date on which the first
public announcement of the date of the annual meeting was made, notice may be
made not later than the close of business on the 10th day following such public
announcement.


In the case of a special meeting of shareholders (which is not also an annual
meeting), notice to the Company must be provided no later than the close of
business on the 15th day following the day on which the first public
announcement of the date of the special meeting was made. 


The Company believes that adopting the Provision is considered to be good
corporate governance. The Provision provides a clear process for shareholders to
follow for director nominations and sets out a reasonable time frame for nominee
submissions and the provision of accompanying information. The purpose of the
Provision is to treat all shareholders fairly by ensuring that all shareholders
receive adequate notice of the nominations to be considered at a meeting and can
thereby exercise their voting rights in an informed manner. In addition, the
Provision should assist in facilitating an orderly and efficient meeting
process.


The amended by-laws, which include the Provision, are effective as of the date
they were approved by the Board of Directors, being December 3, 2013. In
accordance with the Act, the amendments to the Company's by-laws are subject to
confirmation by shareholders at its next annual meeting of shareholders. 


A copy of the Rights Plan and the amended by-laws, which contain the full text
of the Provision, will be available under the Company's profile on SEDAR at
www.sedar.com and on Castle Mountain Mining's website.


About Castle Mountain Mining Company

Subject to certain obligations, Castle Mountain 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 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 Castle Mountain venture land holdings (7,458 acres total) include patented
claims (1,298 acres), and unpatented claims (3,209 acres), covering
approximately 4,507 acres, plus additional leased claims of approximately 2,951
acres. In June 2013 the Company completed the Phase 1 drill program which tested
several exploration targets at various locations on the property. These drill
results were disclosed in press releases dated June 20, 2013 and July 16, 2013.
On November 21, 2013, the Company announced its maiden NI 43-101 mineral
resource estimate which included an indicated resource of 3.15 million ounces of
gold and an inferred resource of 1.06 million ounces of gold. The press releases
are available at the Company's website at www.castlemountainmining.com. Castle
Mountain Mining expects to start a Phase 2 program at the property in early
2014, subject to financing. 


Castle Mountain Mining Company Limited, through its wholly owned subsidiaries
including Castle Mountain Venture, is focused on the exploration and, if
warranted, development of deposits in San Bernardino County, California. The
principal gold mineralization identified to date within the Project are below
and surrounding the historically mined pits on the property including the Oro
Belle-Hart Tunnel, Jumbo, and Lesley Anne-Jumbo South Pits, as well as in the
South Domes area.


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. 


Forward-Looking Statements 

Statements contained in this news release that are not historical facts are
"forward-looking information" or "forward-looking statements" (collectively,
"Forward-Looking Information") within the meaning of applicable Canadian
securities legislation and the United States Private Securities Litigation
Reform Act of 1995. Forward Looking Information includes, but is not limited to,
disclosure regarding possible events, conditions or financial performance that
is based on assumptions about future economic conditions and courses of action;
the timing and costs of future exploration activities on the Company's
properties; success of exploration activities; permitting time lines and
requirements; time lines for technical reports; planned exploration and
development of properties and the results thereof; and planned expenditures and
budgets and the execution thereof. In certain cases, Forward-Looking Information
can be identified by the use of words and phrases such as "plans", "expects" or
"does not expect", "is expected", budget", "scheduled", "suggest", "optimize",
"estimates", "forecasts", "intends", "anticipates", "potential" or "does not
anticipate", believes", "anomalous" or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved". In making the
forward-looking statements in this news release, the Company has applied several
material assumptions, including, but not limited to, that the current
exploration and other objectives concerning the Castle Mountain Project can be
achieved and that its other corporate activities will proceed as expected; that
the current price and demand for gold will be sustained or will improve; that
general business and economic conditions will not change in a materially adverse
manner and that all necessary governmental approvals for the planned exploration
on the Castle Mountain Project will be obtained in a timely manner and on
acceptable terms; the continuity of the price of gold and other metals, economic
and political conditions and operations. Forward-Looking Information involves
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by the Forward-Looking Information. 

Such risks and other factors include, among others, risks related to the
availability of financing on commercially reasonable terms and the expected use
of proceeds; operations and contractual obligations; changes in exploration
programs based upon results of exploration; future prices of metals;
availability of third party contractors; availability of equipment; failure of
equipment to operate as anticipated; accidents, effects of weather and other
natural phenomena and other risks associated with the mineral exploration
industry; environmental risks, including environmental matters under U.S.
federal and California rules and regulations; impact of environmental
remediation requirements and the terms of existing and potential consent decrees
on the Company's planned exploration on the Castle Mountain Project; certainty
of mineral title; community relations; delays in obtaining governmental
approvals or financing; fluctuations in mineral prices; the Company's dependence
on one mineral project; the nature of mineral exploration and mining and the
uncertain commercial viability of certain mineral deposits; the Company's lack
of operating revenues; governmental regulations and the ability to obtain
necessary licenses and permits; risks related to mineral properties being
subject to prior unregistered agreements, transfers or claims and other defects
in title; currency fluctuations; changes in environmental laws and regulations
and changes in the application of standards pursuant to existing laws and
regulations which may increase costs of doing business and restrict operations;
risks related to dependence on key personnel; and estimates used in financial
statements proving to be incorrect; as well as those factors discussed in the
Company's public disclosure record. Although the Company has attempted to
identify important factors that could affect the Company and may cause actual
actions, events or results to differ materially from those described in
Forward-Looking Information, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended. There can be
no assurance that Forward-Looking Information will prove to be accurate, as
actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on
Forward-Looking Information. Except as required by law, the Company does not
assume any obligation to release publicly any revisions to Forward-Looking
Information contained in this news release to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Castle Mountain Mining Company
Gordon McCreary
President and CEO
[phone]
[e-mail]


Castle Mountain Mining Company
Fraser Buchan
VP Corporate Development
[phone]
[e-mail]
www.castlemountainmining.com