SG Spirit Gold Inc.

October 19, 2012 17:00 ET

SG Spirit to Seek Approval of Proposed Share Consolidation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 19, 2012) - SG Spirit Gold Inc. (TSX VENTURE:SG) ("SG Spirit") announces that in connection with its annual general and special meeting of shareholders on November 15, 2012 (the "Meeting"), it will seek shareholder approval for a proposed consolidation of its issued and outstanding common shares (the "Common Shares").

SG Spirit will be seeking shareholder approval to authorize, ratify and approve the implementation by SG Spirit's Board of Directors of a consolidation of all of its Common Shares on a ratio of two and one half (2.5) pre-consolidation Common Shares for every one (1) post-consolidation Common Share (the "Consolidation"). The Company currently has 23,771,426 Common Shares, options to acquire 1,179,000 Common Shares, and warrants to acquire 19,906,906 Common Shares, issued and outstanding. After giving effect to the proposed Consolidation there will be 9,508,570 Common Shares, options to acquire 471,600 Common Shares, and warrants to acquire 7,962,762 Common Shares, issued and outstanding.

The Consolidation is being proposed in order to allow SG Spirit greater flexibility in future corporate activities. SG Spirit reserves the option of not proceeding with the proposed Consolidation.

The proposed Consolidation is subject to shareholder approval and supporting documentation being accepted for filing by the TSX Venture Exchange. There is no change in SG Spirit's name proposed in conjunction with the proposed Consolidation.

About SG Spirit Gold:

SG Spirit Gold is a Vancouver based resource company in the business of acquiring and advancing Canadian mineral properties prospective for precious metals and base metals. The Company's management team and Board have extensive experience and success in the resource industry.


Adrian Bray, President & CEO

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. Forward-looking statements in this document include statements about the exploration of SG Spirit's properties and the completion of the Consolidation. 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 and the additional risks identified in 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 regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and SG Spirit 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • SG Spirit Gold Inc.
    Adrian Bray
    President & CEO
    604-681-8039 (FAX)

    SG Spirit Gold Inc.
    Konstantine Tsakumis
    Investor Relations
    1-866-683-8030 x232