St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

November 20, 2008 12:22 ET

St Andrew Announces $6.0 Million Flow-Through Private Placement

OAKVILLE, ONTARIO--(Marketwire - Nov. 20, 2008) -


St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew" or the "Company") announces that it intends to conduct a brokered private placement offering ("Offering") for up to 22,222,223 units (consisting of one common share and one-half common share purchase warrant) on a "flow-through" basis at $0.27 per unit for gross proceeds of up to approximately $6.0 million. Each whole common share purchase warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.49 per common share for a period of eighteen months from the closing date of Offering.

Closing of this Offering is anticipated to occur in December 2008.

The proceeds from the Offering will be used to fund St Andrew's exploration programs in the Timmins Mining Camp.

The securities to be issued pursuant to the foregoing will be subject to a four-month hold period. Completion of the Private Placement is subject to the approval of the Toronto Stock Exchange.

Octagon Capital Corporation will act as lead agent of the Offering.

About St Andrew

St Andrew is a gold mining and exploration company with operations in Timmins, Ontario and Alaska. St Andrew controls a very large land position in the Timmins Mining Camp, an extensive land position at Eskay Creek in northern British Columbia and land positions around Nixon Fork Gold Mine in the Kuskokwim-Tintina Mining Camp in Alaska.


This news release may contain forward-looking information under applicable securities laws, concerning St Andrew's business, operations, financial performance, condition and prospects, as well as management's objectives, strategies, beliefs and intentions. Forward looking information are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "intend" and similar words referring to future events and results, including in respect of the completion of the offering and use of proceeds. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary material include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this forward-looking information as actual results may differ materially from those expressed or implied in the forward looking information. St Andrew does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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