SearchGold Resources Inc.
TSX VENTURE : RSG
FRANKFURT : S10

SearchGold Resources Inc.

December 21, 2007 13:04 ET

Golden Share Mining Corporation Files a Final Prospectus for its Initial Public Offering

MONTREAL, QUEBEC--(Marketwire - Dec. 21, 2007) - DO NOT RELEASE OR DISTRIBUTE IN THE UNITED STATES OF AMERICA

Golden Share Mining Corporation is pleased to announce today the filing of a final prospectus and the reception of a visa from securities regulatory authorities for all provinces of Canada regarding an initial public offering as well as a secondary placement byway of a stock dividend.

Golden Share is doing an initial public offering for a minimum of 1,800 A units and 390 B units and a maximum of 2,190 A units and 1,470 B units in all provinces of Canada at a price of $1,015 per A unit and $1,020 per B unit, for maximum gross proceeds of $3,722,250 for Golden Share. Each A unit will comprise 2,300 flow through common shares at a price of $0.35 per share and 700 common shares at a price of $0.30 per share. Each B unit will comprise 3,400 common shares at a price of $0.30 per share and 3,400 common share purchase warrants, each warrant giving its holder the right to purchase one additional common share at a price of $0.35 for a period of 2 years. Canaccord Capital Corporation is acting as agent for this initial public offering.

Concomitantly with the initial public offering, Searchgold Resources Inc. (TSX VENTURE:RSG), Golden Share's main shareholder, will distribute a total of 6,345,009 common shares it holds of Golden Share, to Searchgold's shareholders, byway of a stock dividend. Searchgold's board of directors will set a registration date for the distribution. This date will be announced in a separate press release by Searchgold.

The proceeds of this initial public offering will be allocated by Golden Share for exploration work on its properties with a focus on the Forsan and Malartic Lakeshore properties, as well as general and cash flow purposes.

The prospectus includes a detailed summary of the recommended exploration program regarding the aforementioned properties. A copy of the prospectus is available on SEDAR under the Golden Share Mining Corporation company profile at www.sedar.com.

The closing of the initial public offering is scheduled for December 28, 2007. The TSX Venture Exchange has conditionally approved the listing of the common shares included in this placement as described in the prospectus, at the condition that Golden Share complies with all TSX Venture's listing requirements. It is therefore expected that the trading of Golden Share's common shares starts within the month of January 2008, under the symbol "GSH".

About Searchgold Resources Inc.

Searchgold Resources is a Canadian-based mining exploration company whose primary mission is to target, explore and develop gold deposits in Africa. The expansion strategy executed in 2006 has set the stage for the Company's development in 2007 through increased activity on the advanced projects, a new acquisition and the segmentation of its activities to unlock value for its shareholders. Searchgold's diamond assets were re-organized along with Mano River Resources Inc., to create an integrated diamond company called Stellar Diamonds Limited of which Searchgold holds 2.7 million shares. Searchgold's Canadian gold assets are being reorganized through the creation of Golden Share Mining Corporation who will focus on exploration principally for gold in Canada. Searchgold intends to distribute a dividend to its shareholders as part of the Golden Share transaction.

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

Contact Information

  • Golden Share Mining Corporation
    Philippe Giaro
    President and CEO
    011-32-473-52-30-29
    phgiaro@skynet.be
    or
    Golden Share Mining Corporation
    Denis Tremblay
    CFO
    514-866-4224
    info@searchgold.ca