FDG Mining Inc.
TSX VENTURE : FDG

FDG Mining Inc.

March 25, 2013 11:17 ET

F.D.G. Mining Inc. Closes $3 Million Private Placement and Appoints Antonio Ponte as Executive Chairman

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 25, 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" or "FDG") is pleased to announce that it has now completed its non-brokered private placement announced on February 25, 2013. The Company sold a total of 30,550,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $3,055,000 (the "Financing"). Each Unit consisted 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 fees of 8% cash and 8% finder's warrants is 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, subject to acceleration on the same terms as the Warrants. All securities issued in connection with the Financing are subject to a four month and one day hold period expiring on or about July 22, 2013.

The net proceeds of the Financing will be used tofund exploration and development of the Company's mineral properties in Nicaragua, for general working capital and corporate purposes.

In conjunction with the Financing, the Company has appointed Mr. Antonio Ponte of Switzerland as Executive Chairman of the board of directors (the "Board") and granted him the right to nominate directors (the "Nomination Right") to the Company's board who will represent a majority of the Board upon closing of the Financing and to propose for election at the next annual general meeting of the Company, nominees who will represent the majority of nominees. The Exchange deemed such Nomination Right as a change in control of the Company in favor of Mr. Ponte requiring the approval of the "disinterested" shareholders of the Company. In accordance with the policies of the Exchange, the Company has obtained written consents from a majority of the disinterested shareholders of the Company approving such change of control in favor of Mr. Ponte. On March 4, 2013 the Company previously announced the appointment of Terry Tucker, P.Geo., a nominee of Mr. Ponte, as an additional director of the Company.

Accordingly, pursuant to the Nomination Right, William W. Dunn has stepped down as a director of the Company to enable Mr. Ponte to join the Board as Executive Chairman. The Company wishes to extend its gratitude and thanks to Mr. Dunn for his valuable contributions to the Company during the past year.

"I'm very excited to help lead F.D.G. towards its next steps of exploration and development in Nicaragua," states Mr. Ponte, Executive Chairman of F.D.G. "Over the past decade Nicaragua has become globally recognized for its mineral endowment. I plan to ensure that F.D.G. contributes to the growth of the country while creating value for our shareholders."

Mr. Ponte is a Swiss based financier with 35 years of asset management and mining corporate finance experience and a vast network of strategic contacts in, among other jurisdictions, Switzerland and Europe. He is the Chairman and Founder of Raifin SA ("Raifin"), a European Mining Finance Consultancy, and in the past has held positions at UBS Switzerland, Citibank Switzerland and other private banking institutions. Mr. Ponte is also a director of Nevada Exploration Inc. since April 2012 and a consultant to Orko Silver Corp. for more than five years. Subject to acceptance of the Exchange, a finder's fee of 8% cash and 8% finder's warrants is payable to Raifin in respect of certain purchasers introduced to the Company by Raifin in connection with the Financing.

About F.D.G. Mining Inc. (www.fdgmining.com)

FDG is a Canadian junior mining company engaged in the exploration and development of precious metal properties in Nicaragua. The Company is focused on advancing its core property, the past-producing 9,300 hectare Topacio gold concession towards production. Topacio has a National Instrument 43-101 compliant inferred mineral resource of 2,716,176 tonnes grading 3.90 grams per tonne gold with a 1.5 g/t cut-off on a 2.0 metre mining width, containing 340,345 ounces of gold. This resource was calculated by New Era Engineering Corporation, Randy Clarkson, P.Eng. Author. Topacio is located in a similar geological setting as B2Gold's La Libertad and El Limon mines, which are located to the northwest of Topacio. FDG trades on the TSX Venture Exchange under the symbol FDG.

On Behalf of the Board of Directors

Antonio Ponte, Executive Chairman

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 intended use of proceeds from the Financing. 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. The technical disclosures in this news release have been approved by David St. Clair Dunn, P.Geo., the President and Chief Executive Officer of the Company and a Qualified Person as defined by National Instrument 43-101 of the Canadian Securities Administrators.

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.

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 news release.

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