CastleRock Resources To Acquire Andina Minerals.

TORONTO -- CastleRock Resources Inc. ("CastleRock") announces that it has signed an agreement pursuant to which it has agreed to acquire all of the issued and outstanding shares of Andina Minerals Inc. ("Andina") in exchange for the issuance of 34,676,789 common shares of CastleRock. After completion of the transaction, former shareholders of CastleRock will own approximately 30% of the shares of the combined company and former shareholders of Andina will own approximately 70% of the shares of the combined company.

It is contemplated that a blend of CastleRock and Andina board members and management will manage the combined company. The board of the combined company will be comprised of Messrs. Sean Harvey, Carl Hansen and Robert Whittall (from Andina and Messrs. Robert Cudney, John McBride and Nicholas Tintor from CastleRock). The Chairman of the combined company will be Sean Harvey, the current Chairman of Andina and the President and CEO of the combined company will be Carl Hansen, the current President and CEO of Andina.

After giving effect to the transaction, Sean Harvey, the Chairman of Andina will own approximately 17% of the shares of the combined company, Carl Hansen, the President and CEO of Andina will own approximately 11% of the shares of the combined company and Albrecht Schneider will own approximately 12.% of the shares of the combined company. Each of the foregoing persons will hold their common shares for investment purposes and may increase or decrease their interests as market circumstances dictate.

Andina is a privately-held exploration company, managed by former senior Toronto management and senior Chilean exploration staff of TVX Gold Inc., which owns the rights to acquire, pursuant to purchase agreements and option agreements, six exploration properties in Chile. The projects include the Encrucijada epithermal gold-silver project under option from Minera Newmont (Chile) Limitada; the Volcan gold project, located 20 kilometers north of the Refugio mine, where previous drilling has intersected a significant zone of gold mineralization; and, the Gitana copper project which has been the focus of small-scale surface and underground mining for the past 30 years but which has never undergone a systematic exploration program.

The completion of the transaction is subject to receipt of requisite regulatory approvals, including without limitation, the approval of the TSX Venture Exchange, the execution of definitive agreements, the receipt by CastleRock of shareholder approval and the completion of due diligence satisfactory to each of CastleRock and Andina.

Carl Hansen, the President of Andina said, "Both Sean and myself, with whom I shared great success with at TVX Gold Inc., are excited about this opportunity and look forward to building a successful mining company focused on developing first-class exploration projects located in the Americas. Selected producing assets will also be examined provided that they are accretive to shareholders and fit within the corporate strategy of the board."

CastleRock is the owner of the Quitovac Property which is a 100% owned property located in the State of Sonora Mexico, comprising 13 contiguous mining titles covering 2,484 hectares of land. As announced on December 8, 2003, CastleRock entered into an option agreement with Copper Ridge Explorations Inc. ("Copper Ridge") pursuant to which, over a five year period, Copper Ridge may earn a 55% undivided interest in the Quitovac Property upon the payment of US$375,000 in cash, the issuance to CastleRock of 1.0 million common shares and the incurrence of US$1.5 million in exploration expenditures. From and after earn-in Copper Ridge may acquire an additional 20% undivided interest by completing a bankable  feasibility study.

CastleRock had previously publicly announced (April 7, 2004 and July 13, 2004) that it had executed a letter of intent to acquire the Sierra Miranda copper mine and related assets located in Northern Chile from Sierra Miranda S.C.M. and that CastleRock had until November 30, 2004 to ensure that closing conditions were satisfied.

CastleRock now announces that the vendor of the Sierra Miranda copper mine and related assets is in the process of re-evaluating its assets which the vendor believes will have a material impact on the ultimate value of the Sierra Miranda copper mine and related assets. CastleRock has been advised that such process will not be completed until January, 2005. As such both CastleRock and the vendor have mutually agreed to resume negotiations with respect to the acquisition of the Sierra Miranda copper mine and related assets at such time, once such process has concluded. CastleRock has been informed by the vendor that CastleRock continues to have the first option to negotiate a final purchase and sale agreement with respect to the Sierra Miranda copper mine and related assets.

CastleRock has called a special meeting of shareholders to be held on Wednesday, December 29, 2004 at which, among other things, shareholders will be asked to consider and approve the combination transaction between CastleRock and Andina.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

CastleRock Resources Inc. (TSX VENTURE:CRI)