Signet Minerals Inc.
TSX VENTURE : SGN

Signet Minerals Inc.

October 12, 2005 19:19 ET

Signet Minerals Inc.: Completion of Plan of Arrangement, Closing of Private Placement, Appointment of Corporate Secretary and Option Issuance

COMOX, BRITISH COLUMBIA--(CCNMatthews - Oct. 12, 2005) -

Plan of Arrangement

Signet Minerals Inc. (TSX VENTURE:SGN) ("Signet") is pleased to announce that its Plan of Arrangement ("Arrangement") with Marksmen Resources Ltd. ("Signet") has been completed. Pursuant to the terms of the Plan of Arrangement, Marksmen's mineral properties have been transferred to Signet. Also pursuant to the Plan of Arrangement, common shares of Signet were distributed to shareholders of Marksmen in proportion to their present shareholdings in Marksmen on the basis of 1 Signet common share for every 1 Marksmen Class A common share held at the close of markets on October 11, 2005. Computershare Trust Company of Canada will send Signet share certificates to registered holders of Marksmen Class A common shares in the near future. Pursuant to the Arrangement, 14,910,781 common shares of Signet were distributed to the shareholders of Marksmen.

Signet has received conditional listing approval of the TSX Venture Exchange Inc. and is currently filing final listing documents with the TSX Venture. The Signet common shares are expected to begin trading on or about October 19, 2005. A further press release will be issued prior to the commencement of trading of the Signet common shares on the TSX Venture.

For further information on Marksmen in relation to the Arrangement, please see the press release issued today by Marksmen.

Private Placement

Signet is also pleased to announce that the private placement conducted in conjunction with the Arrangement (the "Offering") has also closed raising gross proceeds of $1,436,500. A total of $1,153,500 was raised by Pacific International Securities Inc. in the brokered portion of the Offering. A total of 6,116,667 Units and 1,180,000 Flow-Through Shares were issued pursuant to the brokered portion of the Offering. The agent received a cash commission of 8% of the gross proceeds and agent's options which can be exercised at $0.15 for 729,667 common shares. The non-brokered portion of the Offering also closed for gross proceeds of $283,000. A total of 1,020,000 Units and 650,000 Flow-Through Shares were issued pursuant to the non-brokered portion of the Offering. Directors and officers of Signet, or companies controlled by them, subscribed for a total of 203,333 Units and 500,000 Flow-Through Shares for gross proceeds of $130,500. After the Offering, Signet has a total of 23,877,447 common shares issued and outstanding. Proceeds of the Offering will be used to finance Signet's drilling program on the Golden Eagle gold property in northwest British Columbia. The Offering proceeds will also be used to finance other exploration projects developed by Signet and for general operating purposes.

Appointment of Secretary

Signet is also pleased to announce that Derrick Auch has been appointed Secretary of Signet. Mr. Auch is a barrister and solicitor with Davis & Company LLP.

Issuance of Options

Signet has granted stock options to purchase a total of 1,800,000 common shares of Signet to directors and officers of Signet at an exercise price of $0.15 per share and with an expiry date of 5 years from the date of issuance.

The listing of Signet, the completion of the Offering and the issuance of the options are subject to final TSX Venture Approval. Signet has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the issuance of the common shares under the Offering and the grant of the stock options.

On behalf of the Board of Directors

"Kieran Downes"

KIERAN DOWNES

President & CEO, Director

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Signet Minerals Inc.
    Kieran Downes
    (250) 729-0453
    Email: smi@shaw.ca
    or
    Signet Minerals Inc.
    Brian Cebryk
    (250) 890-0607
    Email: bdcebryk@shaw.ca