Consolidated Thompson-Lundmark Gold Mines Limited
TSX VENTURE : CLM

Consolidated Thompson-Lundmark Gold Mines Limited

May 19, 2006 08:07 ET

Consolidated Thompson Announces $35.0 Million Financing

TORONTO, ONTARIO--(CCNMatthews - May 19, 2006) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Consolidated Thompson-Lundmark Gold Mines Ltd. (TSX VENTURE:CLM) is pleased to announce that the Company has agreed to sell, on an underwritten private placement basis, 12,750,000 special warrants by way of private placement (the "Offering"), at a price of $2.75 per special warrant, for gross proceeds of $35,062,500 to a syndicate of underwriters led by Orion Securities Inc. and including Canaccord Capital Corporation, CIBC World Markets Inc. and GMP Securities LP. In addition, the syndicate has an option, exercisable until 48 hours prior to the closing date of the Offering, to acquire up to an additional 1,825,000 special warrants for additional gross proceeds of $5,018,750.

Closing of the Offering is anticipated to occur on or about June 9th, 2006 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The special warrants and common shares issuable upon exercise of the special warrants are subject to resale restrictions for a period of four months from the closing date.

Each special warrant is exercisable to acquire one common share of the Company for no additional consideration. The special warrants shall be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of the following dates: (i) the fifth business day after the date (the "Clearance Date") on which a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada in which purchasers of the special warrants are resident for a final prospectus qualifying the common shares to be issued upon the exercise of the special warrants; and (ii) the date which is four months and one day after the closing date of the Offering.

The net proceeds from the Offering will be used for the continued development of the Bloom Lake Iron Ore Deposit in Quebec and for general corporate purposes.

The Company will use reasonable commercial efforts to file a prospectus as soon as possible following closing of the Offering to qualify the issuance of the common shares issuable upon exercise of the special warrants and to use its reasonable commercial efforts to obtain a receipt for a final prospectus from each of the securities regulators in the provinces in which purchasers are resident. If the Clearance Date does not occur within 90 days of the closing date of the Offering, then each special warrant shall be exercisable into 1.05 common shares of the Company.

THE SPECIAL WARRANTS AND COMMON SHARES ISSUABLE UPON EXERCISE OF THE SPECIAL WARRANTS WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM U.S. REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

This news release contains certain forward-looking statements that reflect the current views and/or expectations of Consolidated Thompson-Lundmark Gold Mines Ltd. with respect to its performance, business and future events. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, those relating to changes in the market, potential downturns in economic conditions, limited suppliers, inventory risk, disruption in our distribution facilities, foreign exchange fluctuations, regulatory requirements, demand for contact lenses, competition and dependence on the internet. These risks, as well as others, could cause actual results and events to vary significantly. Consolidated Thompson does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements.

Neither the TSX Venture Exchange nor any other regulatory body has reviewed and therefore does not accept responsibility for the adequacy or accuracy of this release.

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