SOURCE: Firstgold Corp.

February 15, 2008 16:30 ET

Firstgold Announces Terms of Two Financings and Conditional Approval to List on Toronto Stock Exchange

CAMERON PARK, CA--(Marketwire - February 15, 2008) - Firstgold Corp. (OTCBB: FGOC) today announced that it has engaged D&D Securities Company (Toronto, Canada) to act as its agent for a private placement of up to US $6 million in Units of the Company, and has also engaged a USA-based Institutional Fund to act as the Company's agent in a private placement of a minimum of US $5,000,000 to a maximum of US$8 million in secured convertible debentures (the "Debentures"). The net proceeds of the offerings will be used to finance activities at Firstgold Corp.'s Relief Canyon Mine project, to further exploration activities at its leased properties and for general corporate purposes.

The Debentures will be issued in two tranches of $5,000,000 and $3,000,000 respectively and will bear interest at 11% annually, and shall be convertible at $0.80 per share. The second tranche of the Debentures is subject to the deliverability of an engineering report on the Relief Canyon project acceptable to the lender. On the closing of the transaction, Firstgold shall issue the Institutional Fund, the warrants which shall expire five years after issuance. If the full $8,000,000 in convertible debentures are issued, Firstgold will issue the following warrants, otherwise the warrants will be reduced on a pro rata basis to reflect the lower amount funded.

  A.  Warrant A to purchase $900,000 of the Company's Common Stock at
      $1.00 per share.
  B.  Warrant B to purchase $2,400,000 of the Company's Common Stock at
      $1.25 per share.
  C.  Warrant C to purchase $2,400,000 of the Company's Common Stock at
      $1.50 per share.

The Units will be offered at a price of US$ 0.65 per Unit, each Unit consisting of one common share and one-half of one common share purchase warrant, each whole warrant exercisable into one common share at a price of $0.80 per share for a period of 18 months from closing. It is anticipated that the first tranche of the Debenture and Unit offerings will close concurrently on or about February 22, 2008, or such later date as agreed upon by the parties.

The Company is also pleased to announce that it has received conditional approval to list on the Toronto Stock Exchange (TSX), subject to meeting TSX requirements including completion of the first tranche of the Debenture and Unit offerings on terms acceptable to TSX.

"We are pleased to have received conditional approval to list on TSX. We have almost completed construction of our mineral processing facility and this financing will provide sufficient working capital to see us into this next stage of our business development. The addition of a TSX listing will provide the opportunity for enhanced liquidity in and exposure to the Canadian market," commented Stephen Akerfeldt, Firstgold CEO.

Firstgold currently leases over 30,000 acres of prime exploration property in Nevada. Its principal project is Relief Canyon. The Relief Canyon mine recently had its Plan of Operation reinstated in the state of Nevada and the company is conducting extensive drilling and development analysis on the project. Relief Canyon is located outside Lovelock Nevada on the site of the previously producing Pegasus Gold Mine. Additional information about Firstgold Corp. can be found by visiting its web site at

Safe Harbor Statement

The matters discussed in this release contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended that involve risks and uncertainties. Although Firstgold Corp. believes that the expectations reflected in such forward-looking statements are reasonable; the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Firstgold Corp. cautions investors that any forward-looking statements made by Firstgold Corp. are not guarantees of future performance and those actual results may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those reflected in forward-looking statements include, but are not limited to, risks and uncertainties regarding the actual mineralization of Firstgold Corp.'s mining properties, the unproven nature of and potential changes to Firstgold Corp.'s business model, the risk that the capital and other resources that Firstgold Corp will need to exploit its business model will not be available, and the risks discussed in Firstgold Corp's Form 10-KSB and in Firstgold Corp.'s 10-QSBs and in Firstgold Corp.'s other filings with the Securities and Exchange Commission.

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