Hawthorne Gold Corp.
TSX VENTURE : HGC
PINK SHEETS : HWTHF

Hawthorne Gold Corp.

February 23, 2009 09:15 ET

Hawthorne Gold Announces Increase in Brokered and Non-Brokered Private Placement to $6 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 23, 2009) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:HGC)(OTCBB:HWTHF) is pleased to announce that further to the Company's announcement of February 11, 2009, Hawthorne has increased the private placement to $6 million from the previously announced $3 million. The Company has arranged for a non-brokered private placement of up to 11,842,000 units (the "Non-Brokered Units") at a price of $0.30 per Unit for total proceeds of up to $3,552,600 (the "Non-Brokered Offering"). Each Non-Brokered Unit will consist of one Common Share (a "Common Share") and one half of a transferable share purchase warrant (a "Non-Brokered Warrant"). Each whole Non-Brokered Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.40 per Common Share for a period of 12 months following the closing of the Non-Brokered Offering.

Concurrent with the Non-Brokered Offering, J.F. Mackie & Company Ltd. ("J.F. Mackie") has arranged a brokered private placement of up to 8,180,766 Units (the "Units") at a price of $0.30 per Unit for total proceeds of up to $2,454,230 (the "Brokered Offering"). Each Unit will consist of one Common Share of the Company and one half of a transferable share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.40 per Common Share for a period of 12 months following the closing of the Brokered Offering. It is anticipated that the Brokered Offering and the Non-Brokered Offering will close concurrent with one another and that such transactions will close on or before February 26, 2009.

J.F. Mackie is acting as lead agent for the Brokered Offering and will offer the Units on a commercially reasonable efforts agency basis. The Units will be made available by way of private placement exemption to accredited investors (as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions) in the provinces of British Columbia, Alberta and Ontario and in certain jurisdictions outside of Canada as may be agreed upon by J.F. Mackie and Hawthorne.

Closing of the Brokered Offering and the Non-Brokered Offering are subject to a number of conditions, including the receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. The Brokered Offering is also subject to the negotiation and execution of certain documentation, including an agency agreement between the Agent and Hawthorne.

At closing of the Brokered and Non-Brokered Offerings, Hawthorne will pay the Agent and certain finders a cash commission equal to 7.0% of the gross proceeds of the Units sold, and will issue non-transferable broker warrants (the "Broker Warrants") equal to 7% of the total number of Units sold. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.40 per Common Share for a period of 12 months following the closing of the Offerings. The Company will also reimburse the Agent for reasonable fees and expenses incurred in connection with the Offering.

Proceeds from the Brokered Offering and the Non-Brokered Offering will be used to fund resource development and commencement of pre-production expenses at the Table Mountain Mine and Taurus deposit and for general corporate working capital. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

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 in the latter part of 2009 and the continued resource development at the nearby Taurus deposit, as well as the Frasergold deposit in the Cariboo region of south central British Columbia.

ON BEHALF OF HAWTHORNE GOLD CORP.

Richard J. Barclay, President & CEO

Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.

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.
    Todd Hanas
    Toll Free: 1-866-869-8072
    or
    Hawthorne Gold Corp.
    (604) 629-1505 or Toll Free: 1-888-629-1505
    (604) 629-0923 (FAX)
    Website: www.hawthornegold.com