Brigadier Gold Limited
TSX VENTURE : BRG

Brigadier Gold Limited

December 22, 2006 15:13 ET

Brigadier Gold Announces Closing of Private Placements and Early Warning Notice of Alick Ryder

TORONTO, ONTARIO--(CCNMatthews - Dec. 22, 2006) - Brigadier Gold Limited (TSX VENTURE:BRG) (the "Corporation") announced today that it has closed the first tranche of 1,202,505 Units for an aggregate of gross proceeds in the amount of $138,300. This initial placement forms part of a larger offering of up to an aggregate of 5,000,000 units. The units are comprised of Flow-Through Unit "A" and Unit "B", at a subscription price of $0.12 per Unit "A" and $0.10 per Unit "B". Each Flow-Through Unit "A" is comprised of one flow-through common share of the Corporation plus one half warrant. Each full warrant entitles the holder thereof to acquire one additional common share of the Corporation at any time until June 23, 2008 at a price of $0.18 per share. Each Unit "B" is comprised of one common share of the Corporation plus one half warrant. Each full warrant entitles the holder thereof to acquire one additional common share of the Corporation until June 23, 2008 at a price of $0.18 per share. An aggregate of 902,505 Flow-Through Unit "A" were issued and an aggregate of 300,000 Unit "B" were issued. NuWave Financial Ltd. of Vancouver received a 10% cash commission on the initial placement in the amount of $13,830. The Corporation plans to use the proceeds from the offering to further fund exploration and development activities and for general working capital. The final placement of the offering is scheduled to close on or about the 7th day of January, 2007.

The Corporation also announced that it closed a second non-brokered private placement previously announced on December 8, 2006 for an aggregate of 1,914,914 flow-through units at a purchase price of $0.115 per unit, for gross proceeds of $220,215. Each flow-through unit is comprised of one flow-through common share of the Corporation plus one half common share purchase warrant. Each full common share purchase warrant entitles the holder thereof to acquire one additional common share of the Corporation at any time up to June 23, 2008 at a price of $0.18 per share. Approximately 89% of the placement was subscribed for by insiders of the Corporation. The Corporation plans to use the proceeds from the offering to further fund exploration and development activities and for general working capital. The Corporation and Alick Ryder announced that Mr. Ryder has acquired as a result of this placement 11.9% of the Corporation's voting equities as defined under Subsection 101 of the Ontario Securities Act. Mr. Ryder has no present intention of acquiring any additional units or securities convertible or exchangeable into units of the Company other than pursuant to the foregoing. A report under National Instrument 62-103 further detailing Mr. Ryder's holdings in the Corporation will be filed within 2 business days on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

The Corporation further announced that it closed a third non-brokered private placement for 1,500,000 flow-through units at a purchase price of $0.115 per unit, for gross proceeds of $172,500. Each unit is comprised of one flow-through common share of the Corporation plus one half common share purchase warrant ("Warrant"). Each full Warrant entitles the holder thereof to acquire one additional common share of the Corporation at any time up to June 23, 2008 at a price of $0.15 per share. Northern Precious Metals Management Inc., received a finder's fee that consists of a cash payment in the amount of $13,800, (equal to 8% of the gross proceeds of the placement), plus 75,000 finder's warrants (equal to 10% of the aggregate number of securities distributed by the issuer). Each such finder's warrant will entitle the holder to purchase one common share of the Corporation at an exercise price of $0.15 until June 23, 2008. The Corporation plans to use the proceeds from the offering to further fund exploration and development activities and for general working capital.

About Brigadier Gold

Brigadier Gold Ltd. is a junior exploration company focused on gold in Canada's historical mining camps. The Company's key assets are an option to earn up to an 80% interest in the Hunter Mine, a former gold producer in the Porcupine Mining Camp near Timmins, Ontario from which more than 60 million ounces of gold has been produced from a number of deposits including the Dome, Hollinger, Pamour and Hoyle Pond mines; and the Kirkland Lake-Larder Lake and Matachewan areas where over 37 million ounces of gold have been produced from 25 mines.

Brigadier has 23,247,754 common shares outstanding and trades on the TSX Venture Exchange under the symbol BRG.

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential mineralization and reserves, exploration results and future plans and objectives of Brigadier, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Brigadier's expectations are disclosed under the heading "Risk Factors" and elsewhere in Brigadier's documents filed from time-to-time with regulatory authorities.

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

Contact Information

  • Brigadier Gold Limited
    Herb Kokotow
    President & CEO
    (416) 410-7956
    (905) 707-1520 (FAX)