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

High Desert Gold Corporation

December 09, 2010 18:23 ET

High Desert Gold Corporation Completes $3,000,000 Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 9, 2010) -

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)(PINK SHEETS:HDGCF) is pleased to report that it has closed its previously announced private placement of 12,000,000 units ("Units") at $0.25 per Unit for gross cash proceeds of $3 million (the "Private Placement"). 

Each Unit consists of one common share and one-half of a common share purchase warrant. Each whole warrant entitles the holder to purchase one common share until June 9, 2012 upon payment of $0.40 per share. If the common shares trade on the TSX Venture Exchange at a price not less than $0.55 for a period of at least ten consecutive trading days, HDG is entitled to accelerate the expiry date of the warrants to a date (the "Accelerated Expiry Date") at least 30 days from the date notice of such acceleration is given to the warrantholders, provided that the Accelerated Expiry Date is on or after April 10, 2011. All amounts are in Cdn$. The total number of Common Shares outstanding immediately following the Private Placement is 36,444,714.

In connection with the Private Placement, the Company paid cash commissions of $210,000 and issued compensation options entitling the holders to acquire up to 840,000 additional Units at a price of $0.28 per Unit, exercisable until June 9, 2012. 

The common shares and warrants issued today to investors, the common shares issuable on exercise of such warrants, the compensation options, the common shares and warrants issuable upon exercise of the compensation options and the common shares issuable upon exercise of such warrants, are subject to a hold period until April 10, 2012.

The Company intends to use the net proceeds of the Private Placement to conduct exploration on the Gold Springs gold project along the Utah/Nevada border, as well as the Company's other properties in Mexico and Nevada, and for working capital purposes.

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 use of proceeds from 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, changes in project parameters as exploration results are obtained and plans continue to be refined 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