Saturn Minerals Inc.
TSX VENTURE : SMI

Saturn Minerals Inc.

December 06, 2010 11:36 ET

Saturn Minerals Closes Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 6, 2010) - Saturn Minerals Inc. (TSX VENTURE:SMI) ("Saturn" or the "Company") is pleased to announce that further to the Company's news release dated November 5, 2010 and amended November 19, 2010, the Company has closed its non-brokered Private Placement (the "Placement"). The Placement consisted of 2,100,000 flow-through units (the "FT Units") at a price of $0.10 per FT Unit, and 2,807,500 non flow-through units (the "NFT Units") at a price of $0.08 per NFT Unit. The Company originally announced an offering of up to 2,312,500 NFT Units, however, due to strong demand, increased the Placement by offering an additional 495,000 NFT Units.

Each FT Unit consists of one flow-through common share (the "FT Shares") and one-half of a non flow-through share purchase warrant (the "FT Warrants"). Each whole FT Warrant will entitle the holder to purchase one additional non flow-through common share, exercisable at a price of $0.15 per share until June 2. 2012. The FT Shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada). Each NFT Unit consists of one non flow-through common share (the "NFT Shares") and one-half of a non flow-through share purchase warrant (the "NFT Warrants"). Each whole NFT Warrant will entitle the holder to purchase one additional non flow-through common share, exercisable at a price of $0.15 per share until June 2. 2012. All securities issued pursuant to the Placement have a hold period expiring April 3, 2011.

All the warrants are subject to an accelerated expiry if, at any time after April 3, 2011 the closing price of Saturn's common shares on the TSX Venture Exchange (the "Exchange") exceeds $0.30 per share for any 10 consecutive trading days, in which event the holder will be given notice that the warrants will expire 30 days following the date of such notice. The warrants may be exercised by the holder during the 30-day period between the notice and the expiration of the warrants.

The Company has agreed to pay Finder's Fees totaling $15,616.00 in relation to the Placement.

The Company also wishes to announce that it has entered into an agreement (the "Agreement) with Mr. Roger Fullerton of Edina, Minnesota to provide corporate business development and investor relations services for Saturn. The Agreement is for an initial 12 month period and will be renewed automatically on an annual basis for further terms of one year, unless earlier terminated by the Company upon written notice at least 30 days prior to the end of the initial term. Mr. Fullerton will be paid $5,000 per month and will be granted incentive stock options to acquire up to 250,000 common shares of the Company at an exercise price of $0.17 per share for a period of two years, in accordance with the policies of the Exchange and the terms and conditions of the Company's Stock Option Plan. After a trial period of three months and subject to the approval of the Company's Board of Directors, the Company may grant Mr. Fullerton a further incentive stock option for an additional 250,000 common shares for a further two years at an exercise price in accordance with the policies of the Exchange and the terms of the Company's Stock Option Plan. The Agreement and grant of stock options is subject to approval by the Exchange.

Mr. Fullerton is a graduate of the University of Maryland, Smith School of Business, and has been employed by Merrill Lynch, Dain Rauscher Corp. for twenty years as a retail stock broker with concentration towards the Canadian Junior Resource Sector. Since 1999 he has been retained as an Investor Relations Professional by several publicly traded resource companies.

SATURN MINERALS INC.

Stan Szary, President

Neither the 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 news release.

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