Castle Brands Board (ROX)

[FUNMAN]

Of note re the proxy:

Between Sept 30, 2016 and January 11, 2017 the company issued 271,471 shares.



Number and Percentage of shares of the O/S:

All directors and executive officers as a group (12 persons):
69,760,651 41.4%

Includes (i) 6,712,183 shares of common stock issuable upon exercise of options exercisable within 60 days of January 3, 2017

and (ii) 666,668 shares of common stock issuable upon conversion of $600,000 aggregate principal amount of convertible notes.





We are asking our shareholders to approve an amendment to the Castle Brands Inc. 2013 Incentive Compensation Plan (the “2013 Plan”), to increase the number of shares of common stock available for issuance under the 2013 Plan by 10,000,000 shares.

Assuming the shareholders approve this Proposal III, a total of 20,000,000 shares of our common stock will have been reserved for issuance under the 2013 Plan.