Sage Gold Inc.
TSX VENTURE : SGX

Sage Gold Inc.

September 28, 2011 16:56 ET

Sage Gold Closes Private Placement

TORONTO, ONTARIO--(Marketwire - Sept. 28, 2011) - Sage Gold Inc. (TSX VENTURE:SGX) ("the Company") is pleased to announce that it has closed the first tranche of a private placement for gross proceeds of $684,600 through the sale of 5,071,107 common share units (the "CS Units") at $0.135 per unit, and gross proceeds of $309,250 through the sale of 2,061,667 flow-through units at $0.15 (the "FT Units"). Each CS Unit is comprised of one Common Share and one-half of one warrant (a "CS Warrant"). Each whole CS Warrant is exercisable to purchase one Common Share at a price of $0.185 per share for 24 months from the closing date. 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 "FT Warrant"). Each whole FT 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 total finder's fees paid in respect of the private placement of CS Units were comprised of $11,040 in cash (equal to 8% of the gross proceeds from the sale of CS Units placed by finders), plus 81,778 finder's fee options, equal to 8% of the number of CS Units sold (the "CS Finder's Options"). The CS Finder's Options are exercisable for units at a price of $0.185 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 CS Warrants.

The total finder's fees paid in respect of the private placement of FT Units were comprised of $14,760 in cash (equal to 8% of the gross proceeds from the sale of FT Units placed by finders), plus 98,400 finder's fee options, equal to 8% of the number of FT Units sold (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 FT Warrants.

All securities are subject to a four month hold period which expires on January 29, 2012. The Company has received conditional approval of the private placement from the TSX Venture Exchange. The private placement is subject to final acceptance from the Exchange. The Exchange requires that documents relating to an application for final acceptance of the private placement of FT Units be filed by October 27, 2011, and that documents relating to an application for final acceptance of the private placement of CS Units be filed by October 31, 2011. The deadline for filing documents in respect of the private placement of CS Units was extended by the Exchange from the previous deadline of September 30, 2011.

The net proceeds of the private placement will be used primarily to fund the Company's exploration and development expenses of the Clavos Mine and for general working capital.

The Company wishes to clarify that the grant of options to directors, consultants and officers announced in a News Release dated December 24 2010 had an expiry date of November 15, 2015.

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
    Communications Manager/Investor Relations
    416-204-3170
    416-260-2243 (FAX)
    www.sagegoldinc.com