November 22, 2007 16:47 ET

Goldbelt Completes Final Tranche of $14.4 Million Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 22, 2007) -


Goldbelt Resources Ltd. (TSX:GLD) ("Goldbelt") is pleased to announce the completion of the second and final tranche of its previously announced private placement with Wega Mining Inc. ("Wega Inc."), a wholly-owned subsidiary of Wega Mining ASA ("Wega ASA"). In connection with the offer by Wega Inc. to acquire all the outstanding common shares of Goldbelt by way of a take-over bid (the "Offer") for C$1.55 per share in cash, Wega Inc. also agreed to invest C$14.4 million by subscribing for 16 million common shares of Goldbelt at a price of C$0.90 per share. On November 7, 2007, Goldbelt and Wega Inc. completed the first tranche of such private placement, issuing 7 million common shares to Wega Inc. for aggregate gross proceeds to Goldbelt of C$6.3 million. Today, 9 million additional common shares of Goldbelt were issued to Wega Inc. for aggregate gross proceeds to Goldbelt of C$8.1 million.

The listing of all 16 million common shares issued to Wega Inc. under the private placement have been conditionally approved by the Toronto Stock Exchange. In accordance with applicable securities legislation, the 9 million common shares issued on November 22nd are subject to a hold period expiring on March 23, 2008.

About Goldbelt Resources Ltd.

Goldbelt Resources is a Canadian junior mining company focused on exploring and developing known gold prospects in Burkina Faso. The common shares of Goldbelt are traded on the TSX under the symbol GLD.


Alex Dann, CFO

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as such term is defined by regulations under the United States Securities Act of 1933, as amended. Certain statements contained in this press release constitute forward-looking statements which are not historical facts. When used in this release, words like "anticipate", "believe", "estimate", "expect", "will", "intend" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are inherently subject to significant business, economic, political and competitive uncertainties and contingencies. Readers are cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance, achievements or position of the parties to be materially different from the estimated or anticipated future results, performance, achievements or position expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future results, performance, position or achievements.

The risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price and/or demand for gold and certain other commodities (such as zinc, copper, silver, fuel and electricity) and fluctuations in currency rates; the risks that the businesses of Wega Mining ASA and Wega Mining Inc. will not be integrated successfully; material adverse changes in economic conditions generally or in relevant markets or industries in particular; future regulatory and legislative actions and conditions or political or economic developments affecting Wega Mining ASA's and Wega Mining Inc.'s operating areas; obtaining and retaining skilled workers and key executives; the occurrence of natural disasters, hostilities, acts of war or terrorism; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of the companies' projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with mining or development activities; the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves and resources; and the risks involved in the exploration, development and mining business. These risks and factors are discussed in greater detail in Goldbelt's most recent annual information form available on SEDAR at

Contact Information

  • Goldbelt Resources Ltd.
    Laura Sandilands
    Investor Relations
    (416) 364-0557