Gateway Gold Corp.

Gateway Gold Corp.

March 29, 2006 16:10 ET

Gateway Gold Corp.: $4.0 Million Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 29, 2006) -


Gateway Gold Corp. (the "Company") (TSX:GTQ) is pleased to report that it has entered into an agreement with Haywood Securities Inc. (the "Agent"), to raise up to $4,000,000 in gross proceeds by way of a best efforts private placement. The Closing Date is anticipated to be on or before April 21, 2006.

The Company will issue up to 3,200,000 Special Warrants (the "Special Warrants") of the Company at a price of $1.25 per Special Warrant. Upon completion (the "Closing Date") of the Offering, the gross proceeds of the Offering shall be deposited into escrow (the "Escrow") with the transfer agent of the Company to hold in trust pending receipt of the approval ("Shareholder Approval") of the shareholders of the Company to the exercise of the Special Warrants. On the first business day following the date the Company receives approval of its shareholders, each Special Warrant will be exercisable for one unit (a "Unit") of the Company. Each Unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share for a period of twelve months from the Closing Date at a price of $1.60. If such approval is not obtained at the Company's annual general meeting on April 28, 2006, the funds in Escrow shall be used to forthwith effect the redemption of the Special Warrants at a price per Special Warrant of $1.25. At the election of the Agents, the Offering may be increased by up to an additional 800,000 Special Warrants to $5,000,000 in the event that oversubscriptions are received. The Agent's oversubscriptions are received. The Agent's oversubscription option shall be exercisable at the Agent's discretion at any time prior to the Closing Date.

The Agents will receive a cash commission equal to 7.0% of the gross proceeds from the sale of the Offering. The Agents will also be granted Compensation Options equal in number of 7% of the number of Units sold. Each Compensation Option will entitle the Agents to purchase one additional Unit for a period of twelve months from the Closing Date at an exercise price of $1.25. Proceeds from the Offering will be used to finance further exploration on the Company's Nevada properties and for general working capital.

The offering is subject to receipt of all necessary approvals, including the approval of the TSX Exchange. All securities issued pursuant to this Offering will be subject to a four month hold period.


Michael D. McInnis, P. Eng., President and CEO

Contact Information