Garson Gold Corp.

Garson Gold Corp.

July 28, 2009 17:46 ET

Garson Gold Arranges Up to $2.35 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 28, 2009) -


GARSON GOLD CORP. (TSX VENTURE:GG) ("Garson Gold" or "the Company") has announced that it has engaged Haywood Securities Inc. (the "Agent") to complete a private placement offering, on a marketed reasonable best efforts agency basis, to raise gross proceeds of $2.0 million from the sale of flow-through shares and common share units (the "Offered Securities") to raise the respective amounts of up to $1.5 million and up to $0.5 million.

The private placement financing is expected to close on or about August 13, 2009 and will consist of:

Flow-Through Units:

Up to 25,000,000 "flow-through units" priced at $0.06 per flow-through unit. Each of these units will consist of one flow-through common share and one-half of one non flow-through common share purchase warrant. Each whole non flow-through common share purchase warrant shall be exercisable for a period of two years to acquire one common share in the capital of the Company at a price of (i) $0.08 during the first year and (ii) $0.12 during the second year.

Common Share Units:

Up to 10,000,000 common share units 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. Each whole common share purchase warrant shall be exercisable to acquire one common share in the capital of the Company at a price of $0.12 for a period of 24 months.

The Company may also issue up to an additional 7,000,000 common share units priced at $0.05 per unit on a non-brokered basis. These units will have the same pricing and terms as the brokered common share units.

The Offered Securities will be offered and sold by way of private placement exemptions in all provinces of Canada, other than Quebec, and, as to be mutually agreed to by the Company and the Agent, 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 United States.

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 Offered Securities sold pursuant to the private placement. Each compensation option will entitle the agent to purchase one common share of the company at an exercise price equal to the issue price of the flow-through units 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.

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