High Desert Gold Corporation
TSX VENTURE : HDG
PINK SHEETS : HDGCF

High Desert Gold Corporation

November 25, 2010 08:30 ET

High Desert Gold Corporation Announces Proposed $3,000,000 Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2010) -

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

High Desert Gold Corporation (TSX VENTURE:HDG)(PINK SHEETS:HDGCF) ("HDG" or the "Company") announces that it proposes to issue, on a private placement basis, up to 12,000,000 units ("Units") at $0.25 per Unit for maximum gross cash proceeds of $3 million (the "Private Placement").

Each Unit will consist of one common share and one-half of a common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share for a period of 18 months from the first closing of the Private Placement upon payment of $0.40 per share. If the common shares trade on the TSX Venture Exchange at a price not less than $0.55 for a period of at least ten consecutive trading days, HDG will be entitled to accelerate the expiry date of the warrants to a date ending at least 30 days from the date notice of such acceleration is given to the warrantholders.

The Company expects to pay a cash commission equal to 7% of the gross proceeds from placees of any selling agent and to issue compensation warrants entitling the holder to acquire such number of Units as is equal to 7% of the aggregate number of Units sold to the placees of any selling agent in the Private Placement, at a price of $0.28 per Unit, exercisable for a period of 18 months following closing. All amounts are in Cdn$.

Ralph Fitch, President and Chief Executive Officer of the Company stated, "this financing will be very important for the Company and for our shareholders as it will allow us to proceed with our drilling plans at the developing Gold Springs gold project along the Utah/Nevada border and to progress the exploration at our other projects, including San Antonio in Sonora, Mexico. We are currently permitting 100 drill holes at Gold Springs and plan to start drilling in late winter, early spring, subject to permitting approval."

The Private Placement is conditional upon regulatory review and approval, and other closing conditions. As this is a best efforts agency offering, there can be no assurance that the Private Placement will be completed on the terms described above, or at all.

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.

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 closings up to the maximum offering, or at all; possible variations in mineral resources, grade or recovery rates, commodity prices, operating or capital costs; availability of sufficient financing to fund planned or further required work in a timely manner and on acceptable terms; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; political, regulatory, environmental and other risks in the mining industry and other risks more fully described in the Company's Management Discussion & Analysis of Financial Position and Results of Operations, which is available on SEDAR at www.sedar.com. 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