Skygold Ventures Ltd.
TSX VENTURE : SKV

Skygold Ventures Ltd.

July 15, 2008 19:20 ET

Skygold Announces Pricing of Prospectus Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 15, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR U.S. DISSEMINATION

Skygold Ventures Ltd. (TSX VENTURE:SKV) ("Skygold" or the "Company") announced today pricing and amended terms of its previously announced offering. The amended offering (the "Offering") will be comprised of units ("Units") and flow-through shares ("Flow-Through Shares") of the Company.

Each Unit will have an issue price of CDN $0.60 per Unit, with each Unit comprised of one common share ("Share") and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one common share at a price of CDN $0.70 for a period of 24 months after the closing of the Offering. The Flow-Through Shares will have an issue price of CDN $0.60 per Flow-Through Share.

Pursuant to the Offering, the Company intends to issue 5,000,000 Units and 13,386,000 Flow-Through Shares for gross proceeds of CDN $11,031,600. The Company has also granted the Agents an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable in whole or in part, until the date that is 30 days after the date of closing of the Offering, to sell up to 761,000 additional Shares at a price of $0.54 per Share and 380,500 additional Warrants at a price of $0.12 per Warrant for additional gross proceeds to the Company of up to CDN $456,600.

The Offering will be conducted on a best efforts agency basis through a syndicate of agents led by National Bank Financial Inc., and including PI Financial Corp. (the "Agents"). In consideration for the services to be rendered by the Agents under the Offering, the Agents will receive a cash commission equal to 6.5% of the gross proceeds of the Offering. In addition, the Agents will be granted a non-transferable option (the "Agents' Option") to acquire such number of common shares ("Agents Shares") as is equal to 6.5% of the total number of Units and Flow-Through Shares sold under the Offering and under the Over-Allotment Option at an exercise price of CDN $0.60 per Agents' Share for a period of 12 months after closing of the Offering.

An amended and restated preliminary prospectus reflecting the terms of the Offering is expected to be filed with Canadian securities regulators on or about July 16, 2008. A final short form prospectus is expected to be filed on or about July 23, 2008, with closing expected to occur on or about July 28, 2008.

The Company intends to use the net proceeds of the Offering towards further exploration and analysis of its Spanish Mountain Property and SHG properties, both of which are located in British Columbia, and for working capital and general corporate purposes.

The Company also announces that it will shortly file amendments to its management's discussion and analysis for the financial years ended December 31, 2007 and 2006 and the three month periods ended March 31, 2008 and 2007, which address comments received from the British Columbia Securities Commission.

Skygold Ventures Ltd.

Skygold is a Vancouver-based mineral resource exploration and development company with a 100% interest in the Spanish Mountain Project located in the Cariboo Mining District, and is working towards a 100% interest in 316 mineral claims (collectively called the "SHG Properties") in the Cariboo Mining District, which are located 200 miles northwest of the location of operations of the Spanish Mountain Joint Venture in British Columbia. On July 9, 2008 Skygold announced the closing of the acquisition of its Spanish Mountain joint venture partner (30%), Wildrose Resources Ltd., resulting in Skygold now controlling 100% of the Spanish Mountain Project.

On behalf of the Board,

SKYGOLD VENTURES LTD.

Brian Groves, President and CEO

Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Skygold Ventures Ltd. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In this news release, predictions about the filing of the amended and restated preliminary prospectus, the final short form prospectus and the amended MD&A, completion of the Offering and the use of proceeds from the Offering, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include a downturn in the state of the financial markets, which may make the Offering difficult or impossible to sell on the terms set forth above, or the analysis of new exploration data or the risks inherent in mineral exploration and development, which may result in a redistribution of the net proceeds of the Offering among exploration projects or to new exploration projects. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required under applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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

Contact Information

  • Skygold Ventures Ltd.
    Tim Mikula
    (604) 484-6317
    (604) 684-0279 (FAX)
    Website: www.skygold.ca
    or
    B&D Capital Partners
    Brad Aelicks
    (604) 685-6465