Cortez Gold Corp.

Cortez Gold Corp.

September 14, 2009 15:33 ET

Cortez Resources Arranges Private Placement for Acquisition of Seabridge Gold's Mineral Properties in Nevada; Acquisition Will Constitute Cortez's Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 14, 2009) - Cortez Resources Corp. (TSX VENTURE:CUT.P) ("Cortez") has arranged a non-brokered private placement of up to $10 million through the issuance of up to 15,384,615 units at a price of $ 0.65 per unit. Each unit is comprised of 1 common share of Cortez and one non-transferable common share purchase warrant, each warrant exercisable for a period of two years from the date of issue to purchase one common share of Cortez at a price of $1.00 per share if exercised in the first year, and $1.25 if exercised in the second year. A finder's fee will apply in this financing, pursuant to regulatory policies.

The primary use of funds will be to make the US$2.9 million cash portion of the final payment under the definitive asset purchase agreement dated July 31, 2009 (the "Definitive Agreement") with Seabridge Gold Inc. ("Seabridge") in respect of Cortez's previously announced proposed purchase of various mineral claims in Nevada (the "Acquisition") held by Seabridge's wholly-owned subsidiaries (see News Releases dated August 10, 2009, July 9, 2009 and March 26, 2009). In addition to payment of the consideration to Seabridge, the private placement funds will be added to working capital and will be used to conduct the first phase of the recommended work program on the Castle Black-Rock Property and to evaluate the remainder of the Nevada portfolio. Any securities issued by the Company pursuant to the private placement or the Definitive Agreement will be subject to a four month hold period from the date of their issue.

Cortez is a capital pool company and the Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). The Acquisition is an arm's length transaction and upon completion of the Proposed Acquisition, Cortez expects to be a Tier 2 Mineral Exploration Issuer. No Non-Arm's Length Party (as defined in the policies of the Exchange) to Cortez has any direct or indirect beneficial interest in the Properties or the shares of Seabridge.

The remaining conditions to closing the Acquisition include approval of the Acquisition as a Qualifying Transaction by the Exchange. In order to meet the requirements of the Exchange, Cortez will need to complete a significant financing (which will be satisfied upon closing of the private placement described above) in order to have sufficient funds to complete the Acquisition, complete the estimated first year work program on the Castle-Black Rock Property, maintain all of the Properties in good standing, and meet its first year general and administrative requirements. 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 or filing statement 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 a capital pool company should be considered highly speculative.

ON BEHALF OF THE BOARD of Cortez Resources Corp.

Robert Eadie, President & Chief Executive Officer

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction. 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.

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