Skygold Ventures Ltd.
TSX VENTURE : SKV

Skygold Ventures Ltd.

July 31, 2008 10:09 ET

Skygold Closes Prospectus Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 31, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR U.S. DISSEMINATION

Skygold Ventures Ltd. (the "Company") (TSX VENTURE:SKV) is pleased to announce that it has closed its previously announced short form prospectus offering (see news releases dated June 11 and July 15) (the "Offering") and raised gross proceeds of $11,031,600. The agents' syndicate for the Offering was led by National Bank Financial Inc. and included PI Financial Corp. (the "Agents").

At the closing of the Offering the Company issued 5,000,000 units ("Units") and 13,386,000 "flow-through" common shares (the "Flow-Through Shares"). Each Unit was priced at $ 0.60 and consists of one common share and one-half of one common share purchase warrant (a "Warrant"). Each full Warrant is exercisable at a price of $0.70 for a period of 24 months from closing. Each Flow-Through Share was priced at $0.60.

The Company has also granted the Agents an option (the "Over-allotment Option") to cover over-allotments and for market stabilization purposes, exercisable in whole or in part, until the date that is 30 days after the date of closing of the Offering, to sell up to 761,000 additional Shares at a price of $0.54 per Share and 380,500 additional Warrants at a price of $0.12 per Warrant for additional gross proceeds to the Company of up to $456,600.

The Agents received a cash commission equal to 6.5% of the gross proceeds of the Offering. In addition, the Agents were granted a non-transferable option to acquire such number of common shares ("Agents' Shares") as is equal to 6.5% of the total number of Units and Flow-Through Shares sold under the Offering and under the Over-Allotment Option, at an exercise price of CDN $0.60 per Agents' Share for a period of 12 months after the closing of the Offering.

The Company intends to use the net proceeds from the Unit portion of the Offering towards further exploration and analysis of its Spanish Mountain Property and SHG properties, both of which are located in British Columbia, and for working capital and general corporate purposes. The proceeds from the sale of the Flow-Through Shares shall be used primarily for the exploration and development program on the Spanish Mountain property and also on the SHG properties. The gross proceeds raised in connection with the Flow-Through Shares sold under the Offering are to be used for qualifying Canadian Exploration Expenses ("CEE") under the Income Tax Act (Canada). The Company has agreed to incur on or before December 31, 2009 and renounce to each subscriber of Flow-Through Shares effective on or before December 31, 2008, CEE in an amount equal to the aggregate purchase price paid by such subscriber.

All dollar amounts in this news release refer to Canadian funds.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the U.S. The securities 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 may not be offered, sold or delivered within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Skygold Ventures Ltd.

Skygold is a Vancouver-based mineral resource exploration and development company with a 100% interest in the Spanish Mountain Project located in the Cariboo Mining District, and is working towards a 100% interest in 316 mineral claims (collectively called the "SHG Properties") in the Cariboo Mining District, which are located 200 miles northwest of the location of operations of the Spanish Mountain Joint Venture in British Columbia. On July 9, 2008 Skygold announced the closing of the acquisition of its Spanish Mountain joint venture partner (30%), Wildrose Resources Ltd., resulting in Skygold now controlling 100% of the Spanish Mountain Project.

SKYGOLD VENTURES LTD.

Brian Groves, President and CEO

Forward Looking Information

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Skygold Ventures Ltd. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In this news release statements regarding the intended use of proceeds from the Offering are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the analysis of new exploration data or the risks inherent in mineral exploration and development, which may result in a redistribution of the proceeds of the Offering among exploration projects or to new exploration projects. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the company's management on the date the statements are made. Except as required under applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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

Contact Information

  • Skygold Ventures Ltd.
    Tim Mikula
    (604) 484-6317
    (604) 684-0279 (FAX)
    Website: www.skygold.ca
    or
    B&D Capital Partners
    Brad Aelicks
    (604) 685-6465