Sage Gold Inc.
TSX VENTURE : SGX

Sage Gold Inc.

May 30, 2011 09:00 ET

Sage Closes Financing

TORONTO, ONTARIO--(Marketwire - May 30, 2011) -Sage Gold Inc. (TSX VENTURE:SGX) (the "Company") is pleased to announce that it has completed a non-brokered private placement for gross proceeds of $903,003 through the sale of 454,545 flow-through units (the "FT Units") at $0.22 per FT Unit and 4,340,556 common share units (the "CS Units") at $0.185 per CS Unit. Each FT Unit is comprised of one common share of the Company ("Common Share") issued as a "flow-through share" under the Income Tax Act (Canada) and one-half of one warrant (the "FT Warrants"). Each whole FT Warrant is exercisable to purchase one non-flow-through Common Share at a price of $0.32 per share for 18 months from the closing. Each CS Unit is comprised of one Common Share and one warrant (the "CS Warrants), with each CS Warrant being exercisable to purchase one non-flow-through Common Share at a price of $0.30 for 18 months from the closing.

The total finder's fees to be paid in respect of the private placement of FT Units and CS Units will be comprised of $8,440 in cash (equal to 8% on a portion of the private placement), plus 49,946 brokers' options in respect of the placement of CS Units (the "CS Brokers' Options") and 7,273 brokers' options in respect of the placement of FT Units (the "FT Brokers' Options"). The CS Brokers' Options are exercisable for CS Units at a price of $0.185 per unit for a period of 18 months from the closing (with each CS Warrant issuable under the CS Units expiring 18 months after the closing of this placement). The FT Brokers' Options are exercisable for common share units at a price of $0.22 per unit for a period of 18 months from the closing, with each such common share unit being comprised of one non-flow-through Common Share and one half of one FT Warrant expiring 18 months after the closing of this placement.

If the Company's common shares achieve a closing price on the TSX Venture Exchange of $0.42 or higher for a period of 21 consecutive trading days, the Company may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants by written notice of not less than 30 days.

All securities are subject to a four month hold period. The closing of this private placement is subject to the approval of the TSX Venture Exchange.

The net proceeds of the private placement will be used to fund the Company's exploration and development of its Clavos mine near Timmins, Ontario and its properties in the Beardmore-Geraldton area of Ontario, as well as for general corporate purposes.

SAGE is a mineral exploration and development company which has primary interests in near–term production and exploration properties in Ontario. Its main properties are the Clavos Gold mine in Timmins and the Lynx deposit and other exploration properties in the Beardmore-Geraldton Gold Camp. Technical reports and information relating to the properties can be obtained from the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com and www.sagegoldinc.com.

This release was prepared by management of the Company who takes full responsibility for its contents.

This news release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and "Forward Looking Information" within the meaning of applicable Canadian securities legislation. Some forward looking statements and forward looking information contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Such forward-looking statements include comments regarding mining and milling operations, mineral resource statements and exploration program performance. Factors that could cause actual results to differ materially include metal price volatility, economic and political events affecting metal supply and demand, fluctuations in mineralization grade, geological, technical, mining or processing problems, exploration programs and future results of exploration programs, future profitability and production. The Company disclaims any obligation to update forward-looking statements.

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

  • Sage Gold Inc.
    Nigel Lees
    President and C.E.O.
    416-204-3170
    416-260-2243 (FAX)

    Sage Gold Inc.
    Mike O'Brien
    Manager/Investor Relations
    416-204-3170
    416-260-2243 (FAX)
    www.sagegoldinc.com