High Desert Gold Corporation
TSX VENTURE : HDG
OTCQX : HDGCF

High Desert Gold Corporation

January 26, 2012 20:33 ET

High Desert Gold Corporation Announces Proposed $2,500,000 Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 26, 2012) -

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

High Desert Gold Corporation ("HDG" or the "Company") (TSX VENTURE:HDG)(OTCQX:HDGCF) announces that it proposes to issue, on a brokered private placement basis, up to 11,111,000 units ("Units") at $0.225 per Unit for gross cash proceeds up to approximately $2.5 million (the "Private Placement").

Each Unit will consist of one common share and one-half of a common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one common share for a period of 18 months from the closing of the Private Placement upon payment of $0.35 per share.

The Company has engaged Haywood Securities Inc. (the "Agent") as the sole agent to proceed with the Private Placement on a commercially reasonable effort basis. The Agent's compensation will include a cash commission equal to 7% of the gross proceeds from the Private Placement and to issue compensation warrants entitling the holder to acquire such number of common shares as is equal to 7% of the aggregate number of Units sold in the Private Placement, exercisable for a period of 18 months from the closing of the Private Placement upon payment of $0.35 per share.

The Private Placement is conditional upon regulatory review and approval, and other closing conditions.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States of America (the "United States") or to or for the benefit of U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

ABOUT HIGH DESERT GOLD CORPORATION

The Company is a mineral exploration company that acquires and explores mineral properties, primarily gold, copper and silver, in North America. The major properties held by HDG are a 60% interest in the Gold Springs gold project situated along the border between Utah and Nevada and the San Antonio project in Sonora, Mexico. The Company also has a 34.8% interest in the Canasta Dorada property in Sonora, Mexico, through its equity interest in Highvista Gold Inc. The expected proceeds from this financing will be used for the exploration programs at Gold Springs and at San Antonio in 2012 and for general corporate purposes.

Certain statements in this press release constitute "forward-looking statements". These forward-looking statements include, but are not limited to, statements regarding the possibility of closing the Private Placement. Forward-looking statements express, as at the date of this press release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results. Forward-looking statements are based on certain assumptions, including the key assumptions and parameters on which such estimates are based, involve risks and uncertainties and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, the effect of capital market conditions and other factors on capital availability and the ability to complete any closing up to the maximum offering, or at all. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Except as required by law, HDG assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason.

Neither the 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 or accuracy of this release.

Contact Information

  • High Desert Gold Corporation
    Richard Doran
    Executive Vice President
    (303) 584-0606
    (303) 758-2063 (FAX)
    rdoran@hdggold.com