Solid Gold Resources Corp.

TSX VENTURE : SLD


Solid Gold Resources Corp.

November 19, 2012 09:30 ET

Solid Gold Private Placement and Shares for Debt

TORONTO, ONTARIO--(Marketwire - Nov. 19, 2012) - Solid Gold Resources Corp. ("Solid Gold") (TSX VENTURE:SLD) is pleased to announce a non-brokered private placement (the "Offering") pursuant to which it proposes to raise gross proceeds of up to $300,000 through the issuance of common share units ("Units") at a price of $0.05 per Unit. Each Unit will consist of one common share ("Common Share") in the capital of Solid Gold and one common share purchase warrant ("Warrant") of Solid Gold. Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 per Common Share for a period of two years following the closing of the Offering. All securities issued pursuant to the Offering will be subject to a four-month hold period. Finders' fees may be payable to eligible persons with respect to the Offering and will be subject to regulatory approval. The net proceeds from the Offering will be used for working capital. Closing of the Offering is subject to approval of the TSX Venture Exchange (the "Exchange").

In addition, Solid Gold announces that it has entered into agreements with certain arms-length service providers, pursuant to which Solid Gold will issue 1,470,000 Common Shares and 1,470,000 Warrants in satisfaction of indebtedness of $73,500 currently owed to such service providers, based on an agreed issue price of $0.05 per share and $0.10 per Warrant. Solid Gold also announces that it has entered into agreements with certain non arms-length parties, pursuant to which Solid Gold will issue 1170,000 Common Shares in satisfaction of indebtedness of $58,500 currently owed to such service providers, based on an agreed issue price of $0.05 per share. Solid Gold determined to satisfy the indebtedness with Common Shares in order to preserve its cash. The share issuance is conditional upon acceptance by the Exchange. The Common Shares issued in satisfaction of the indebtedness will be subject to a four-month statutory hold period from the date of issuance.

Following completion of the share issuance, but not including any Common Shares issuable pursuant to the Offering, Solid Gold will have a total of 37,471,303 Common Shares issued and outstanding.

Finally, the Company invites shareholders to visit the following link to view a presentation made to the Ontario Prospectors Association in Sudbury on November 7, 2012, www.solidgoldcorp.com/i/pdf/PPT-Nov2012.pdf.

Business of Solid Gold Resources Corp.

Solid Gold is a junior mining exploration and development company, which controls a +/-200-square kilometer prospect hosting potential for discovery of economic mineralization at Lake Abitibi near the Porcupine Fault zone in Northern Ontario.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although Solid Gold believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Solid Gold disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither 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.

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