Newfoundland Goldbar Resources Inc.
NEX BOARD : NGB.H

February 26, 2007 13:10 ET

Newfoundland Goldbar Resources Inc.: Private Placement to Raise $1,000,000

ST. JOHN'S, NEW FOUNDLAND AND LABRADOR--(CCNMatthews - Feb. 26, 2007) - Newfoundland Goldbar Resources Inc. (the "Corporation") (NEX:NGB.H) announces that it proposes to issue by way of a non-brokered Private Placement (the "Private Placement"), subject to regulatory approval, up to 20,000,000 units ("Units") at a price of $0.05 per Unit, for gross proceeds of up to $1,000,000. Each Unit consists of one Common Share of the Corporation and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share of the Corporation at an exercise price of $0.10 per share for a period of 12 months from the closing date.

A finder's fee will be paid by cash equal to 8% of the gross proceeds received from arm's length subscribers to the Private Placement.

Certain insiders of the Corporation may be selling Common Shares of the Corporation and using the proceeds of such sale, after deduction of costs, to purchase Units under the Private Placement.

The proceeds of the Private Placement will be used to pay debts of the Corporation and for general working capital.

The Corporation also announces that, subject to approval by NEX, the Corporation intends to purchase 3,214 claims (80,375 hectares or 2,016,954 acres) located in the Sims Basin area of western Labrador. These claims cover ground prospective for uranium mineralization. The Corporation will borrow funds for the purchase of these claims from New Island Resources, Inc. ("New Island"), a public company listed on the TSX Venture Exchange.

The Corporation also announces that it will issue a total of 10,000,000 Common Shares to New Island, at an issue price of $0.05 per share, in satisfaction of $500,000 of indebtedness of the Corporation to New Island. As a result of these transactions, New Island will own 19.18% of the issued shares of the Corporation (13.86% after giving effect to the exercise of the Warrants included in the Private Placement).

Atlantis Corporation Ltd. ("Atlantis"), a corporation owned and controlled by Harold Wareham, intends to purchase 5,000,000 Units of the Private Placement. Atlantis currently owns approximately 24.1% of the issued Common Shares of the Corporation. After giving effect to the transactions herein referred to, Atlantis will hold 19.84% of the issued shares of the Corporation (21.27% after giving effect to the exercise of the Warrants included in the Private Placement).

The Corporation also announces that it will be repaying $264,000 of its indebtedness to Atlantis, by way of transferring to Atlantis, at a price of $0.24 per share, a total of 1,100,000 common shares which it owns in New Island. Atlantis is owned and controlled by Harold Wareham.

Harold Wareham, the President, Director and Chief Executive Officer of the Corporation, is also the President, Chief Executive Officer and a Director of New Island. The Corporation currently owns approximately 9.1% of the issued common shares of New Island, which holdings will be reduced to approximately 6.6% upon completion of the transactions referred to above.

THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Newfoundland Goldbar Resources Inc.
    Harold L. Wareham
    President and Chief Executive Officer
    709-576-7711
    709-576-2236 (FAX)