St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

June 05, 2007 16:32 ET

St Andrew Completes $124 Million Rights Offering

OAKVILLE, ONTARIO--(Marketwire - June 5, 2007) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew") is pleased to announce that it has completed its previously announced rights offering pursuant to which it has issued the maximum 124,112,949 units at $1.00 per unit for gross proceeds of approximately $124 million. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable, until December 1, 2008, for an additional common share at $1.25 per share. Accordingly, after giving effect to the rights offering St Andrew has 189,435,554 common shares outstanding.

Under a stand-by purchase agreement, Technifund Inc. ("Technifund"), a company controlled by the Chairman of the board of directors of St Andrew, acquired 41,705,874 units (in addition to units it acquired upon exercise of its rights).

St Andrew has used the proceeds from the rights offering to retire $85 million principal amount of 10% Secured Debentures to retire $17 million principal amount of 10% Promissory Notes, to pay accrued interest on these amounts and payment of stand-by and commitment fees.

After repayment of the above amounts, St Andrew has outstanding $15 million principal amount 10% Secured Debentures owing to Technifund, $5.2 million principal amount of 10% Senior Secured Debentures owing to accounts managed by Trapeze Capital Corp and Trapeze Asset Management Inc. and cash of approximately $12 million for working capital and general corporate purposes.

For further information about St Andrew Goldfields Ltd., please contact Investor Relations toll-free at 1-800-463-5139 or email


The information in this release may contain forward-looking information under applicable securities laws. 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, political instability, 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. 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an exemption from registration.

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

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