ValGold Resources Ltd.

ValGold Resources Ltd.

March 03, 2010 10:56 ET

ValGold Completes Restructuring and Subscription Receipts Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 3, 2010) - ValGold Resources Ltd. ("ValGold" or the "Company") (TSX VENTURE:VAL)(FRANKFURT:VR2) announces that the consolidation of its issued and outstanding and unissued common shares on the basis of one new consolidated common share for five existing common shares was made effective March 1, 2010, following the required shareholder approval received at the extraordinary meeting (the "Meeting") held on February 3rd, 2010. With the consolidation ValGold has 21,954,907 shares issued and outstanding and warrants and options exercisable to acquire 1,460,000 and 828,000 post-consolidation shares, respectively. The name of the Company has not been changed and it remains TSX Venture listed as a Tier I company under the symbol, VAL.

ValGold also announces that it is holding an initial closing on March 3rd, 2010 a private placement of approximately 4,195,000 Subscription Receipts at a price of $0.17 per Subscription Receipt to raise aggregate gross proceeds of up to $713,150. The Company anticipates that, subject to regulatory approval a second and final closing could occur on or around March 10th, 2010.

Each Subscription Receipt will be immediately exchanged without further cost to its holder for one Unit. Each Unit will consist of one consolidated common share and one non-transferable purchase warrant exercisable to purchase one additional consolidated common share at a price of $0.25 for a period of five (5) years after the closing date of the offering. The shares issued will be subject to a statutory four month hold that will end on July 4th, 2010.

If, at any time after the date that is four months and one day following the Closing Date, the closing price of the common shares of the Company on the TSX Venture Exchange, or such other stock exchange or quotation system on which the Company's common shares are then traded, is not less than $0.50 per share for a period of 10 consecutive trading days (whether or not a trade occurs on any of such days), then the Company may elect to accelerate the Expiry Time of any unexercised Share Purchase Warrants by sending notice to the Holder, by prepaid regular mail to the address of the Holder on record with the Company from time to time, and the Expiry Time shall thereupon be deemed to be amended to 4:00 p.m. local time at the City of Vancouver, Province of British Columbia on the date that is the 30th day following the date of such notice.

The proceeds of the Subscription Receipts will be used by the Company for maintenance of the Tower Mountain Property in Ontario and the Venezuelan properties, and for general working capital. Finders' fees in the amount of $49,895 consisting of $4,250 in cash and 25,000 Finders' Warrants and the balance of $45,645 paid in 268,500 Units and 268,500 Finders' Warrants in connection with a part of the offering in accordance with Exchange policies. Shares issued to the Finders will be subject to the same hold period as described above that will expire on July 4th, 2010. The Finders' Warrants are exercisable to purchase one share at a price of $0.25 for a period of 18 months.

For more information on ValGold and its portfolio of international projects, visit our website at

Stephen J. Wilkinson, President and Chief Executive Officer

This news release does not constitute an offer to sell or solicitation of an offer to sell 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 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SEC 12g3-2(b) exemption: 82-3339

Neither 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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