Hawthorne Gold Corp.

Hawthorne Gold Corp.

October 14, 2010 12:50 ET

Hawthorne Announces Non-Brokered Private Placement to Raise Up to $10,000,000

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 14, 2010) - Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:HGC)(PINK SHEETS:HWTHF) is pleased to announce that it has arranged a non-brokered private placement (the "Private Placement") of up to 90,909,090 common shares for proceeds of up to $10,000,000. Skyocean Ventures Investment Limited ("Skyocean"), a company associated with Hawthorne shareholder China Mineral Holdings Limited has agreed to purchase 68,181,818 common shares of Hawthorne at price of $0.11 per common share for gross proceeds of $7,500,000. The common shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities laws.

CMH currently holds 14,338,801 special warrants of the Company (the "Special Warrants"). Each Special Warrant entitles CMH to receive, upon exercise or deemed exercise thereof, and without payment of additional consideration, a unit consisting of one common share of the Company and one half of one transferable common share purchase warrant. For further information on the Special Warrants and details of additional common shares which may be issued by the Company to CMH, see Hawthorne's news release dated April 19, 2010, a copy of which is available on SEDAR (www.sedar.com).

Closing of the Private Placement is subject to receipt of applicable regulatory and shareholder approvals. Pursuant to TSX Venture Exchange ("TSXV") rules, Hawthorne is required to obtain shareholder approval for the Private Placement, as the share issuance to Skyocean will result in the creation of a new "Control Person", as defined in the TSXV Corporate Finance Manual. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), Hawthorne may also be required to obtain "minority approval" (as defined in MI 61-101) for the Private Placement, as the Private Placement constitutes a "related party transaction". An information circular in connection with the special shareholders' meeting (the "Meeting") will be delivered to shareholders and filed on SEDAR pursuant to applicable securities laws. Hawthorne expects to hold the Meeting on or about December 8, 2010.

The net proceeds of the Private Placement will be used by Hawthorne for exploration and development at its Table Mountain Mine, as well as for general corporate and working capital purposes.

About Hawthorne Gold Corp.

Hawthorne Gold Corp. is a Canadian-based gold exploration and development company with key properties located in British Columbia, Canada. Hawthorne is led by well-respected mining leaders Richard Barclay and Michael Beley. Hawthorne's goal is to become a junior gold producer by working towards production at Table Mountain and the continued resource development at the nearby Taurus deposit.


(signed) "Michael J. Beley"

Michael J. Beley

Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond Hawthorne's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither 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 of accuracy of this release.

Contact Information

  • Hawthorne Gold Corp.
    Robert Ferguson
    (604) 629-1505 or 1-888-629-1505
    (604) 629-0923 (FAX)