Croesus Gold Inc.
TSX VENTURE : CGN

October 12, 2006 17:07 ET

Croesus Gold Inc.: Press Release Re Escrow Agreement Amendment

TORONTO, ONTARIO--(CCNMatthews - Oct. 12, 2006) - Croesus Gold Inc. (the "Company") (TSX VENTURE:CGN) is pleased to announce that effective as of September 26, 2006 the escrow agreement (the "Escrow Agreement") dated December 4, 1996 among the Company, Equity Transfer Services Inc., as Trustee, and Wood-Croesus Gold Mines, Limited (the "Security Holder") has been amended to delete the release from escrow provisions and substitute therefor the release from escrow provisions set out below, amend the expiry date of the Escrow Agreement to be 12 months from the date hereof to accommodate the new release schedule and amend the name of the Trustee to "Equity Transfer & Trust Company".

Background

On June 30, 2002 The Ontario Securities Commission (the "OSC") together with the other members of the Canadian Securities Administrators published NP 46-201 Escrow for Initial Public Offerings permitting, on certain conditions, escrow agreements to be amended to reflect the release terms contained in NP 46-201.

The amendments to the Escrow Agreement were approved by the Company's shareholders at the Annual and Special Meeting of Shareholders held on June 2, 2006. On September 26, 2006 the OSC consented to vary the release terms in NP 46-201 provided that:

(a) the first release of escrowed shares under the amended escrow agreement will take place no earlier than 60 days following the news release required by subsection 8.1(1)(f) of NP 46 201;

(b) any subsequent releases after the first release will be at six month intervals; and

(C) the number of shares released in any given release will not exceed 5% of the Issuer's outstanding share capital at the time of the release.

On October 11, 2006 the TSX Venture Exchange approved the Amendments to the Escrow Agreement.

The New Release Terms

Under the amendment and in accordance with letter of consent for the OSC dated September 26, 2006 the 1,286,168 Common Shares of the Company remaining in escrow pursuant to the provisions of the Escrow Agreement (the "Escrowed Securities") will be automatically released according to the following schedule:



60 days after the Press Release that number of Escrowed Securities
announcing the Amended Escrow that is no more that 5% of the
Agreement (the "Amended Release Issuer's outstanding share capital
Date") at the time of the release

Every 6 months subsequent to the that number of Escrowed Securities
Amended Release Date that is no more that 5% of the
Issuer's outstanding share capital
at the time of the release


Contact Information

  • Croesus Gold Inc.
    Simon Tam
    VP Business Development
    (604) 729-2258