Corazon Gold Corp.
TSX VENTURE : CGW

Corazon Gold Corp.

April 12, 2011 15:25 ET

Corazon Announces Closing of $8 Million Bought Deal Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 12, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES.

Corazon Gold Corp. ("Corazon" or the "Company") (TSX VENTURE:CGW) today announced that it has closed the bought deal private placement previously announced on March 21, 2011, including the exercise of the over-allotment option. Wellington West Capital Markets Inc. acted as the underwriter purchasing 11,854,000 common shares at a price of $0.67 per common share for aggregate gross proceeds of $7,942,180 (the "Offering").

Corazon paid the Underwriter a cash commission equal to 6% of the gross proceeds raised under the Offering and issued to the Underwriter warrants (the "Underwriter's Warrant") equal to 6% of the number of common shares sold under the Offering. Each Underwriter's Warrant is exercisable to purchase one common share at a price of $0.67 for a period of 12 months from closing of the Offering. In addition, the Company will also pay finder's fees in the amount of $149,617.70 to one finder in connection with the Offering.

The securities issued by Corazon in connection with this Offering are subject to a 4-month "hold period" as prescribed by the TSX Venture Exchange and applicable Canadian securities laws.

The Company anticipates that a second tranche of the private placement, amounting to up to an additional 146,000 common shares, will close shortly. The second tranche will be conducted on a non-brokered basis.

Corazon plans to use the net proceeds from the Offering to fund further exploration work on the Company's Santo Domingo property and for general corporate purposes.

This news release is not an offer of Common Shares for sale in the United States. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Corazon

Corazon is a Canadian-based mineral exploration company with its focus on exploration of the 650-hectare Santo Domingo property in central Nicaragua. The Santo Domingo property is located 125 kilometres northeast of the capital city of Managua, Nicaragua, and 10 kilometres east of B2Gold Corp.'s La Libertad Mine. Corazon's property is entirely surrounded by B2Gold's concession block and has long been recognized as the original gold discovery in Nicaragua.

The Santo Domingo – La Libertad area is a mining friendly jurisdiction, with B2Gold Corp. operating the largest mine (open pit) in the country at La Libertad. Until Corazon initiated work last year, no modern exploration work has been completed on the Santo Domingo property.

ON BEHALF OF THE BOARD

Corazon Gold CORP.

Patrick Brauckmann, President

Disclaimer for Forward-Looking Statements

Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. Forward-looking statements in this news release include statements that: (i) an ongoing trenching and sampling program is expected to further delineate drill targets for an initial drilling program on the Santo Domingo property; (ii) that numerous high quality drill targets have been defined by the mapping and sampling program and it is the Company's intent to prioritize and test these targets in early 2011; (iii) that the Company believes its relationship with the community of Santo Domingo will be mutually beneficial going forward; and (iv) as to the closing of the second tranche of the private placement. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company's control. These risks and uncertainties include, among other things: (i) an inability by the Company to undertake or complete its initial drilling program; (ii) any adverse occurrences that prevent the Company from prioritizing and testing high quality drill targets in early 2011; (iii) a breakdown in the relationship between the Company and the community of Santo Domingo; (iv) a downturn in economic conditions in Nicaragua or internationally; (v) the inherent uncertainties and speculative nature associated with mineral exploration; (vi) any number of events or causes which may delay exploration and development of the Santo Domingo property, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems; (vii) an inability by the Company to finance operations and growth; and (viii) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.

Neither the 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.

Contact Information

  • Corazon Gold Corp.
    Patrick Brauckmann
    President
    (604) 609-6160