Sage Gold Inc.

Sage Gold Inc.

November 15, 2011 16:00 ET

Sage Gold Closes Final Tranche of Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 15, 2011) - Sage Gold Inc. (TSX VENTURE:SGX) (the "Company") is pleased to announce that it has closed its private placement with the MineralFields Group and others for gross proceeds of $907,695.00 through the sale of 6,051,300 flow-through units (the "FT Units") at $0.15 per unit.

Each FT Unit is comprised of one common share of the Company (a "Common Share") issued as a "flow-through share" under the Income Tax Act (Canada) and one-half of one warrant (an Warrant"). Each whole Warrant is exercisable to purchase one non-flow through Common Share at a price of $0.20 per share for 24 months from the closing date.

The finder's fees paid in respect of the private placement of FT Units in this tranche were comprised of $72,615.60 in cash (equal to 8% of the gross proceeds from the sale of FT Units placed by finders), plus 484,104 finder's fee options, equal to 8% of the number of FT Units placed by finders (the "FT Finder's Options"). The FT Finder's Options are exercisable for units at a price of $0.20 per unit for a period of 24 months from the closing date, each unit being comprised of one non flow-through Common Share and one-half of one warrant, with each whole warrant having the same terms as the Warrants.

All securities are subject to a four month hold period which expires on March 15, 2012. This private placement is subject to the final approval of the TSX Venture Exchange (the "Exchange"). The Company has received conditional approval of the private placement from the Exchange.

The private placement of FT Units has been conducted concurrently with a private placement of common share units of the Company. For further details regarding the private placement, including details of the first tranche of the private placement, please refer to the Company's press releases of the September 28, 2011, October 27, 2011, and November 11, 2011.

The net proceeds of the private placement will be used to fund the Company's exploration programs in Canada, and to the extent permitted, for general working capital.

"We are very pleased to be continuing our relationship with the MineralFields Group, who subscribed for 5,000,000 of the FT Units", said Nigel Lees, President and CEO. "This is an important milestone in the growth of Sage Gold Inc. and we look forward to working with the MineralFields Group as we develop our Clavos property in Timmins, Ontario."

About the MineralFields Group

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Montreal, Vancouver and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. The sector focus is on gold and precious metals, base metals, rare earths and lithium, potash, uranium, oil, coal and gas. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Fund Inc. corporate-class mutual fund series). Information about MineralFields Group is available at First Canadian Securities ® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities ®, and have raised over $1 billion in their 10 year history.

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 and

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.
    416-260-2243 (FAX)

    Sage Gold Inc.
    Mike O'Brien
    Communications Manager/Investor Relations
    416-260-2243 (FAX)