PC Gold Inc.
TSX : PKL

PC Gold Inc.

November 11, 2010 15:34 ET

PC Gold to Raise $5 Million Through Bought-Deal Offering

OTTAWA, ONTARIO--(Marketwire - Nov. 11, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

PC Gold Inc. (TSX:PKL) (the "Company") today announced that it has entered into an agreement with a syndicate of underwriters led by Mackie Research Capital Corporation and including Canaccord Genuity Corp. and Stonecap Securities Inc. (the "Underwriters"), whereby the Underwriters will purchase, on a bought deal basis, 5,556,000 common shares of the Company issued on a "flow-through" basis (the "Flow-Through Shares") at a price of $0.90 per Flow-Through Share, for gross proceeds to the Company of $5,000,400 (the "Offering").

The Company has granted the Underwriters the option, but not the obligation, exercisable at any time prior to the closing of the Offering to increase the size of the Offering by purchasing up to an additional 15% in Flow-Through Shares (the "Underwriters' Option"). If the Underwriters' Option is exercised in full, the gross proceeds to the Company from the Offering will be $5,751,000.

The Flow-Through Shares will be offered in the Provinces of Ontario, Alberta and British Columbia by short form prospectus.

The Offering is scheduled to close on or about the week of November 29, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The securities to be issued under the Offering will have a hold period of four months from closing.

The proceeds received by the Company from the sale of the Flow-Through Shares will be used by the Company to incur "qualifying expenditures" with respect to the ongoing exploration of its mineral properties.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

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