Mercer Gold Corp.
OTCQB : MRGP
FRANKFURT : AN4

Mercer Gold Corp.

March 04, 2011 08:00 ET

Mercer Gold TSX-V Listing Application Proposes Concurrent Financing of Up to US$7.875 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 4, 2011) -

NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Mercer Gold Corporation (OTCQB:MRGP)(FRANKFURT:AN4) ("Mercer" or the "Company") announces that it has submitted an updated listing application and technical report relating to its previously announced intent to list on the TSX Venture Exchange (the "TSX-V").

The Company also announces a brokered private placement concurrent to its proposed TSX-V listing with M Partners Inc. as agent (the "Agent") on a best efforts basis, of up to 26,250,000 units (each, a "Unit"), at a proposed price of US$0.30 per Unit for gross proceeds of US$7,875,000 (the "Concurrent Financing"). The Units will be sold in British Columbia, Alberta, Ontario and certain foreign jurisdictions, pursuant to exemptions from applicable securities laws.

Each Unit will be comprised of one common share of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at a price of US$0.50 per Warrant Share at any time following the closing of the Concurrent Financing until 5:00 p.m. (Toronto time) on the date that is 18 months following the closing date of the Concurrent Financing.

Closing of the Concurrent Financing is subject to successful listing on the TSX-V. Listing is conditional upon the Company fulfilling all of the requirements of the TSX-V. All proceeds from the Concurrent Financing will be held in escrow until listing on the TSX-V has occurred.

In connection with the Concurrent Financing, Mercer will pay to the Agent a cash commission equal to 6% of the gross proceeds from the Concurrent Financing and grant to the Agent a non-transferable option (the "Agent's Option") entitling the Agent to purchase up to such number of Common Shares as is equal to 6% of the total number of Units sold pursuant to the Concurrent Financing. The Agent's Option is exercisable for a period of 12 months following completion of the Concurrent Financing.

Rahim Jivraj, Mercer's President and CEO states, "The proceeds from this financing will fund our 2011 exploration program at Guayabales, in the Marmato district of Caldas, Colombia. In particular, we will use these proceeds to further drill the property with the intent of defining a resource."

Mercer will be exhibiting at the 2011 Prospectors and Developers Association of Canada "PDAC" International Convention and Investors Exchange in Toronto on March 6-9, 2011 (Sunday-Wednesday). Shareholders and investors are encouraged to visit management at booth #2804.

About Mercer Gold Corporation

Mercer Gold Corporation is a focused exploration company with one major asset: the Guayabales Gold Project located in the Marmato Gold District, in Caldas, Colombia. The company's priority mining target is bulk-tonnage, gold-silver deposits that are amenable to open pit mining as well as higher grade gold-silver mineralization that can be drawn out with selective underground mining techniques. Historically, Colombia has been one of the largest gold producers in the world and the Colombian mining industry remains one of the most dynamic and promising sectors of the Colombian economy. Mercer Gold is committed to respectful, social responsibility programs that ensure the enrichment of the communities they serve.

For further information see: www.mercergoldcorp.com

Symbol: (OTCQB:MRGP)(FRANKFURT:AN4)

Disclaimer for Forward-Looking Information:

Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the Company's further drilling, its expectations to receive results or its ongoing exploration program. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with mineral exploration and production, (3) a decreased demand for minerals and fluctuations in the price of such minerals, (4) any number of events or causes which may delay or cease exploration and development of the Company's property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labor problems; (5) the risk that the Company does not execute its business plan, (6) political and foreign risks, (7) inability to retain key employees, (8) inability to finance operations and growth, and (9) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. We seek safe harbor.

Contact Information

  • Mercer Gold Corporation
    Rahim Jivraj
    President
    1-604-681-3130
    or
    Mercer Gold Corporation
    Rob Grace
    Investor Relations
    1-604-681-3130
    www.mercergoldcorp.com
    or
    MPartners Contact
    Jason Matheson
    Vice President, Investment Banking
    1-416-603-7381 x246