Georgia Ventures Inc.

Georgia Ventures Inc.

April 19, 2007 13:48 ET

Georgia Ventures Announces Cdn $30 Million "Bought Deal" Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 18, 2007) -


Georgia Ventures Inc. (the "Company" or "Georgia Ventures") (TSX VENTURE:GVI)(FRANKFURT:G4Y) is pleased to announce that it has entered into an agreement with a syndicate led by Canaccord Capital Corporation (the "Underwriters"), which have agreed to purchase, on an underwritten private placement basis, 42,860,000 subscription receipts (the "Subscription Receipts") at a price of Cdn $0.70 per Subscription Receipt for aggregate gross proceeds of Cdn $30,002,000 (the "Base Offering").

Each Subscription Receipt shall be deemed to be exchanged, without payment of any additional consideration and subject to adjustment, for one (1) common share of the Company (each an "Underlying Share") and one half of one whole common share purchase warrant (each a "Warrant"). Each whole Warrant will be exercisable into a common share at a price of $0.90 for a period of 36 months from the Closing Date.

The Subscription Receipts will be deemed to be exchanged on the earlier to occur of: (i) the Escrow Release Time; and (ii) the Final Escrow Deadline, provided for below under the heading "Escrow and Escrow Conditions".

The Company also has agreed to grant to the Underwriters an option (the "Underwriters' Option") to purchase up to an additional 14,300,000 Subscription Receipts ($10,100,000), at the issue price per Subscription Receipt and on the same terms and conditions as under the Base Offering, exercisable any time, in whole or in part, up to 48 hours prior to the Closing Date (as defined below) (together with the Base Offering, the "Offering"). If the Underwriters' Option is exercised in full, the total additional gross proceeds to the Company will be Cdn $40,120,000.

Georgia Ventures plans to use the net proceeds of the Offering for the purchase and advancement of the El Creston Project and for general working capital purposes. The acquisition of the El Creston Project by the Company (the "Acquisition") is described in more detail in the press release of the Company dated March 26, 2007.

Upon the closing of the Offering, 100% of the gross proceeds of the Offering shall be deposited in escrow (the "Escrowed Funds").

The Esrowed Funds will be released from escrow to the Company (after deducting the Underwriter's Commission (as herein defined)) contemporaneously with the closing of the Acquisition (the "Escrow Release Time"), provided that the following conditions (the "Escrow Release Conditions") have been satisfied before the Escrow Release Time:

a) the acquisition agreement shall be in a form satisfactory to the Underwriter and all conditions precedent to the closing of the Acquisition shall have been satisfied and no conditions precedent to the close of the Acquisition may be waived without the written consent of the Underwriter;

b) the completion by the Underwriter of due diligence on the Company and the Acquisition, satisfactory to the Underwriter; and

c) receipt of all TSX Venture Exchange and shareholder approvals required to complete the Acquisition and the issuance of the securities described herein.

In the event that either (i) the Escrow release Conditions are not satisfied by the Escrow Release Time, or (ii) the closing of the Acquisition does not occur on or before 30 days after the Closing Date (the "Final Escrow Deadline"), the Escrowed Funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the Subscription Receipts.

The Subscription Receipts will be offered in each of the provinces of Canada, offshore jurisdictions, and in the United States on a private placement basis pursuant to an exemption from the requirements of the United States Securities Act of 1933, as amended. Subject to restrictions in respect of sales from control blocks, the Subscription Receipts and the Underlying Shares will be subject to a four month hold period in Canada.

The Offering is schedules to close on or about May 9, 2007 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered of sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

On behalf of the Board

Jonathan W. George, President

Forward-Looking Statements: The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government, and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues, and mineral recovery processes. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance, or achievements.

This News Release is not intended for distribution in the United States.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this release.

Contact Information