Garson Gold Corp.

Garson Gold Corp.

August 25, 2009 11:59 ET

Garson Gold Announces Amendment to $2.0 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 25, 2009) -


GARSON GOLD CORP. (TSX VENTURE:GG) ("Garson Gold" or "the Company") is pleased to report today that the common share unit component of the recently announced brokered private placement (news release dated July 28, 2009) has been oversubscribed. The Company has therefore adjusted the ratio of common share units and flow-through units, and now plans to issue common share units totaling $1,850,000 and flow-through units totaling $150,000 for aggregate gross proceeds to the Company of $2,000,000. Haywood Securities Inc. has been engaged to complete the brokered private placement offering, on a marketed reasonable best efforts basis. The brokered private placement is expected to close on or about September 4, 2009.

The Company will also be proceeding with a non-brokered financing including common share units totaling up to $60,000 and flow-through units totaling up to $15,000 for an additional up to $75,000 on the same terms as the brokered private placement. The non-brokered financing is also expected to close on or about September 4, 2009.

Common share units:

The common share units are priced at $0.05 per common share unit. Each of these units will consist of one common share and one one-half of one common share purchase warrant, with one whole common share purchase warrant exercisable for a period of two years from the closing date of the offering to acquire one common share in the capital of the Company at $0.12.

Flow-through units:

The flow-through units are priced at priced at $0.06 per flow-through unit. Each flow-through unit will consist of one flow-through share and one-half of one non flow-through common share warrant, with one whole non flow-through common share warrant exercisable for a period of 2 years from the closing date of the offering to acquire one common share in the capital of the Company at an exercise price of $0.08 during the first year and $0.12 during the second year.

The flow-through units and the common share units will be offered and sold by way of private placement exemptions in all provinces and jurisdictions of Canada, other than Quebec, as to be mutually agreed to by the Company and the Agent, and into the United States via Rule 144A or in such other manner as not to require registration under the United States Securities Act of 1933, as amended, and into jurisdictions outside of Canada and the US.

The offering is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

Net proceeds will be used to fund the exploration expenditures at the New Britannia Mine, and for working capital and general corporate purposes.

The agent will receive a cash commission equal to 7% of the gross proceeds raised in this private placement (for subscribers originated by the agent) and compensation options entitling the agent to purchase such number of common shares as is equal to 8.0% of the aggregate number of shares sold pursuant to the private placement (for subscribers originated by the agent). Each compensation option will entitle the agent to purchase one common share of the company at an exercise price of $0.06 per common share for a period of 24 months following the closing date.

The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States.

On Behalf of the Board,

David G. Tafel, CEO and Director

This news release may contain forward looking statements concerning future operations of Garson Gold Corp. (the "Company"). All forward looking statements concerning the Company's future plans and operations, including management's assessment of the Company's project expectations or beliefs may be subject to certain assumptions, risks and uncertainties beyond the Company's control. Investors are cautioned that any such statements are not guarantees of future performance and that actual performance and exploration and financial results may differ materially from any estimates or projections.

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