SG Spirit Gold Inc.
TSX VENTURE : SG

September 21, 2011 15:27 ET

SG Spirit Gold Closes Private Placement

CALGARY, ALBERTA--(Marketwire - Sept. 21, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

SG Spirit Gold Inc. (TSX VENTURE:SG) ("Spirit Gold") is pleased to announce that it has closed its previously announced non-brokered private placement offering (the "Offering") of units ("Units") of Spirit Gold. Spirit Gold raised aggregate gross proceeds of $1,131,779.82, through the issuance of 18,862,997 Units at a price of $0.06 per Unit. Each Unit consists of one common share and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one common share at an exercise price equal to $0.10 per common share at any time until September 20, 2013.

Spirit Gold intends to use the net proceeds of the Offering to fund accounts payable and to further Spirit Gold's exploration, development and acquisition programs.

In connection with the completion of the Offering, Spirit Gold paid aggregate cash finder's fees in the amount of $64,034.59 and issued an aggregate of 1,067,243 non-transferrable warrants ("Finder's Warrants") to eligible finders who introduced subscribers to the Offering. Each Finder's Warrant is exercisable to acquire one common share of Spirit Gold at an exercise price of $0.10 per common share at any time until September 20, 2013.

All securities issued in the Offering are subject to a statutory four month hold period expiring on January 21, 2012.

Spirit Gold also wishes to announce Ms. Laura H. Forsythe resigned as Chief Financial Officer of the company on September 20, 2011. The directors and management of Spirit Gold thank Laura for her excellent service to the company.

Spirit Gold is pleased to announce the appointment of Yvette Harrison, CGA, as Chief Financial Officer of Spirit Gold, effective immediately. Ms. Harrison is a Certified General Accountant and has over 20 years of accounting experience. She has worked as Chief Financial Officer, VP Finance, Director Finance, Controller and Consultant with numerous public and private companies. Ms. Harrison received her CGA designation from the Certified General Accountants Association of British Columbia in 2002.

Reader Advisory

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the use of proceeds from the Offering are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Spirit Gold undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

The securities being offered hereby have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable 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 state or province in which such offer, solicitation or sale would be unlawful.

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 release, and no securities regulatory authority has either approved or disapproved of the contents of this release.

Contact Information

  • SG Spirit Gold Inc.
    Richard Grayston
    403-278-3894