SG Spirit Gold Announces Changes to the Proposed Transaction with Buchans Minerals and Mountain Lake


VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 29, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES

SG Spirit Gold Inc. (TSX VENTURE:SG) ("SG Spirit Gold" or the "Company") announces that the Company has entered into an amended and restated definitive agreement (the "Amended Buchans Agreement") with Buchans Minerals Corporation ("Buchans Minerals") that amends and restates the definitive agreement dated January 24, 2012 between the Company and Buchans Minerals (the "Original Agreement") with respect to the sale by Buchans Minerals of 100% of the Buchans property, the Tulks North property and the Tulks Hill joint venture interest (collectively, the "Buchans Property") to SG Spirit Gold (the "Transaction"). The Company has also amended the terms of the agreement dated January 24, 2012 with Mountain Lake Resources Inc. ("Mountain Lake") for the acquisition of the Bobby's Pond property.

The Company also announces certain changes to the terms of the offering of subscription receipts and flow-through subscription receipts by the Company to finance the Transaction announced on February 6, 2012 (the "Offering"). In addition, the Company announces that the special meeting of the shareholders of SG Spirit Gold (the "Special Meeting") to approve the Transaction will be postponed from April 11, 2012 to a later date to be agreed upon with Buchans Minerals.

Summary of the Amended Agreements

The Amended Buchans Agreement includes a number of modifications to the terms of the Transaction as set out in the Original Agreement and as previously disclosed in the Company's news releases dated January 26, 2012 and February 6, 2012. The changes to the Original Agreement that are reflected in the Amended Buchans Agreement include the following:

  • SG Spirit Gold will be required to raise a minimum of $10.0 million in the financing to be completed by SG Spirit Gold as a condition precedent to the closing of the Transaction (the "Financing");
  • The deadline for the completion of the Financing by SG Spirit Gold is extended from March 28, 2012 to April 27, 2012;
  • Instead of a $2 million upfront cash payment, Buchans Minerals will receive a $1.0 million upfront cash payment (the "Upfront Payment") and a $1.0 million payment upon the commencement of commercial production on the Buchans Property;
  • The consolidation of the common shares of SG Spirit Gold to be completed prior to the closing of the Transaction will be on a 3:1 basis;
  • Buchans Minerals will still receive 50.0% of the issued and outstanding common shares of SG Spirit Gold on a non-diluted basis calculated immediately following the completion of the Financing, but will not receive any share purchase warrants from SG Spirit Gold;
  • Buchans Minerals will have the right to participate in the first equity financing of SG Spirit Gold following closing of the Transaction so as to increase its ownership in the capital of SG Spirit Gold to a maximum of 45.0% on a fully diluted basis;
  • The ownership interest that Buchans Minerals must maintain in order to retain 50% representation on the board of directors of SG Spirit Gold is reduced from 40% to 35%; and
  • The success fee to be paid by Buchans Minerals to NCP Northland Capital Partners Inc. ("NCP") in connection with the Transaction is reduced from 5.0% to 3.5% of the Upfront Payment.

The agreement with Mountain Lake has been amended to reduce the size of the required financing to $10 million. All other terms remain the same.

Summary of the Changes to the Offering

Changes to the terms of the offering as previously disclosed in the Company's news release dated February 6, 2012 are as follows:

  • The subscription receipts of the Company (the "Subscription Receipts") will be offered at a price of $0.55 per Subscription Receipt and flow-through subscription receipts of the Company (the "Flow-Through Subscription Receipts") will be offered at a price of $0.60 per Flow-Through Subscription Receipt;
  • Each Subscription Receipt will comprise one common share and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant");
  • Each Flow-Through Subscription Receipt will comprise one flow-through common share of the Company and one-half of one Warrant;
  • Each Warrant shall be exercisable into one additional common share of the Company at a price of $1.00 for a period of 24 months from the closing date of the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of SG Spirit Gold should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About SG Spirit Gold:

SG Spirit Gold is a Vancouver based resource company in the business of acquiring and advancing Canadian mineral properties prospective for precious metals and base metals. The Company's management team and Board have extensive experience and success in the resource industry. Upon completion of the Transaction, the Company intends to change its name to Regiment Zinc Corp. to properly reflect its base metal focus.

SG Spirit Gold is led by Forbes West, in association with Forbes & Manhattan. Forbes West, formerly known as the Exploration Group, is a Vancouver-based mining services company established by Mr. Mark Morabito. Forbes West provides administrative, management, geological, regulatory, tax, corporate development and investor relations services to mining companies throughout North America. Forbes West specializes in identifying, funding, developing and managing resource-based opportunities, with a special interest on the junior mining sector. With an office that is fully Sarbanes-Oxley compliant, Forbes West is vertically integrated with in-house geology, legal and corporate finance departments. Forbes West is focused on enhancing value to its growing portfolio of noteworthy public mining companies including SG Spirit Gold Inc., Alderon Iron Ore Corp., Crosshair Energy Corporation, Excelsior Mining Corp., Logan Resources Ltd. and Ridgemont Iron Ore Corp.

ON BEHALF OF THE SG BOARD

Adrian Bray, President & CEO

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Transaction, the terms of the financing and the potential of the properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; requirement to obtain shareholder approval; failure to execute the Definitive Agreements; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and SG Spirit Gold Inc. undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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 release, and no securities regulatory authority has either approved or disapproved of the contents of this release.

Contact Information:

SG Spirit Gold Inc.
Konstantine Tsakumis
Investor Relations
1-866-683-8030 x232