Key Gold Holding Inc.
TSX VENTURE : KGH

Key Gold Holding Inc.

December 20, 2010 16:17 ET

Key Gold Holding Closes Private Placement, Changes Auditors and Announces Annual Shareholders Meeting

QUEBEC CITY, QUEBEC--(Marketwire - Dec. 20, 2010) - Key Gold Holding Inc. (TSX VENTURE:KGH) ("Key Gold") is pleased to announce the closing of the balance of the private placement disclosed in its press release dated September 1st, 2010, pursuant to which 3,780,000, shares were issued at a price of $0.125 per share for proceeds of $472,500.

The company has paid total intermediary fees of $23,968 in relation with the closing of this second tranche of the private placement. One insider of the company participated in the private placement.

All the securities issued pursuant to the private placements are subject to a mandatory hold period of four months following the closing date.

Key Gold will use the proceeds of the private placements for working capital purposes and for exploration expenditures.

Annual and Special Shareholders' Meeting

Key Gold also announces that its Annual and Special Meeting of Shareholders will be held at 10:00 a.m. on January 19, 2010, at the Hotel Plaza, 3031 Laurier Blvd., Quebec, Quebec.

Change of Auditor

Key Gold would also like to announce that it has changed its auditor. Malette LLP (the "Former Auditor") has resigned, at the request of the company, effective as of December 13, 2010 and Brunet Roy Dubé C.A. (the "Successor Auditor") has been appointed. The change in auditor has been approved by Key Gold's Audit Committee and Board of Directors.

There were no reservations in the Former Auditor's reports in connection with the two most recently completed fiscal years or for any period subsequent to the most recently completed period for which an audit report was issued. There were also no reportable events between Key Gold and the Former Auditor or the Successor Auditor including disagreements, unresolved issues or consultations as defined in National Instrument 51-102, Continuous Disclosure ("NI 51-102").

All procedures have been properly followed under NI 51-102 regarding the change of auditor and, as required, a Notice of Change of Auditor together with the required letters from the Former Auditor and the Successor Auditor will be filed via SEDAR with each securities commission in each province or territory in Canada in which Key Gold is a reporting issuer.

PLEASE NOTE THAT THE FOLLOWING SECTIONS OF THE PRESS RELEASE DATED DECEMBER 9, 2010 SHOULD HAVE BEEN READ AS FOLLOWS:

The Property consists of 56 claims and is strategically located in the vicinity of Metanor, Amseco, Bonterra, and Eagle Hill near Lebelle-sur-Quevillon in the Province of Quebec.

Pursuant to an arm's length purchase agreement made between Key Gold, Rivercrest Resources Inc. and Glen Eagle Resources Inc. (the "Agreement"), Key Gold will acquire a 100% interest in the Property in exchange for cash payments totaling $490,000, the issuance of 5,500,00 common shares of Key Gold and exploration expenditures totaling $1,750,000 in accordance with the following schedule:

Dates Cash Payments Share Issuances Work Commitments
Within 10 Business Days of the TSXV approval $40,000 1,030,000 -
Within one year of the signing date of the Agreement $150,000 1,220,000 $750,000
Within two year of the signing date of the Agreement $150,000 1,500,000 $1,000,000
Within tree year of the signing date of the Agreement $150,000 1,750,000 -

About Key Gold Holding Inc.

Key Gold Holding Inc. is a mineral exploration company that is mainly focused on company focused on the acquisition, exploration and development of gold and copper properties.

Forward looking Statement

This document contains certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under the corporation's control which may cause actual results, performance or achievements of the corporation to be materially different from the results, performance or expectation implied by these forward looking statements.

Shares outstanding: 18,360,574

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 or accuracy of this release.

Contact Information

  • Louis Lessard
    President
    514-650-4171