FDG Mining Inc.
TSX VENTURE : FDG

FDG Mining Inc.

February 26, 2013 08:00 ET

FDG Mining Inc. Announces Up to $3 Million Private Placement and Change in Directors

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 26, 2013) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

F.D.G. Mining Inc. (TSX VENTURE:FDG) (the "Company") is pleased to announce that it has arranged a non-brokered private placement of a minimum of 20,000,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $2,000,000 up to a maximum of 30,000,000 Units for gross proceeds of up to $3,000,000 (the "Financing"). Each Unit consists of one common share (a "Share") and one transferable share purchase warrant (a "Warrant") to purchase an additional Share at a price of $0.12 for a period of 24 months, subject to acceleration by the Company upon 30 days notice if closing price of the Company's shares on the TSX Venture Exchange (the "Exchange") equals or exceeds $0.25 for 20 consecutive trading days at any time after 4 month from closing. A finder's fee of up to 8% cash and 8% finder's warrants will be payable in connection with the Financing, each finder's warrant entitling the holder to purchase one Share of the Company at a price of $0.12 for a period of 24 months after closing.

The net proceeds of the Financing will be used to, among other things, fund the further exploration and development of the Company's mineral properties in Nicaragua and for general working capital and corporate purposes.

Concurrent with the closing of the Financing, it is anticipated that Mr. Antonio Ponte, of Zurich, Switzerland, will be appointed to the Company's board of directors (the "Board") as its Executive Chairman. Mr. Ponte will also be entitled to nominate additional directors to the Board who will represent a majority of the Company's Board after closing.

Subject to the acceptance of the Exchange, closing of the Financing is anticipated to take place within the next 7 to 10 days.

Mr. Ponte is a Swiss based financier who brings 25 years of asset management and mining corporate finance experience and a vast network of strategic contacts to FDG. He is the Chairman and Founder of Raifin SA, a European Mining Finance Consultancy. Mr. Ponte in the past has held positions at UBS Switzerland, Citibank Switzerland and other private banking institutions.

The Company also announces the resignation of Alan T. Charuk as a director of the Company. Due to his increasingly demanding role as President and Chief Executive Officer of CBM Asia Development Corp., Mr. Charuk elected to step down as a director of the Company to make room for Mr. Ponte to join the Board upon closing of the Financing. The Board wishes to extend its gratitude to Mr. Charuk for his considerable contribution to the Company during its formative years.

About F.D.G. Mining Inc. (www.fdgmining.com) F.D.G. Mining Inc. is a Canadian junior mining company engaged in acquisition, exploration and development of precious metal properties in Nicaragua. The Company is currently focused on advancing its core property, the past-producing 9300 hectare Topacio gold concession to near term production. Topacio has a NI 43-101 compliant inferred resource of 2,716,176 tonnes grading 3.90 g/t gold, containing 340.345 ounces of gold, and a similar geological setting to B2Gold's La Libertad and El Limon mines to the northwest. FDG trades on the TSX Venture Exchange under the symbol FDG.

On Behalf of the Board of Directors

David St. Clair Dunn, P. Geo., President and CEO

This news release contains forward-looking statements which relate to future events or future performance and reflect management's current expectations and assumptions regarding, among other things, the nature and timing of the Financing, the intended use of proceeds therefrom and the proposed changes to the Company's board of directors. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Readers are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. The presence of gold deposits on nearby properties to the Company's property is not necessarily indicative of the gold mineralization on the Company's property. All of the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES AND THE COMPANY IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Contact Information

  • FDG Mining Inc.
    David St. Clair Dunn, P. Geo.
    President and CEO
    604 696 4236
    www.fdgmining.com