St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

June 30, 2008 17:00 ET

St Andrew Announces Amendment to the Stock Mill Complex Asset Sale Agreement With Apollo Gold Corporation

OAKVILLE, ONTARIO--(Marketwire - June 30, 2008) -


St Andrew Goldfields Ltd. (TSX:SAS) announced that further to its press release dated June 11, 2008, St Andrew and Apollo Gold Corporation ("Apollo") have agreed to amend certain terms of the asset purchase agreement (the "Asset Purchase Agreement") pursuant to which St Andrew has agreed to sell its Stock Mill complex, including its mill and related equipment, infrastructure, laboratory and tailings facilities, located near Timmins, Ontario, to Apollo for a purchase price of Cdn $20 million.

The amending agreement provides, among other things, that the purchase and sale of the Stock Mill complex and assets will take place on or before August 29, 2008, with no further right of Apollo to extend such date. Apollo has previously paid a Cdn $1.5 million deposit to St Andrew and the Amending Agreement provides that the balance of the purchase price will be paid as follows: (i) Cdn $4 million is to be paid by Apollo to St Andrew on July 3, 2008; (ii) Cdn $6 million is to be paid by Apollo to St Andrew on July 31, 2008; and (iii) Cdn $8.5 million is to be paid by Apollo to St Andrew on or before August 29, 2008. At St Andrew's sole option, the final payment of $8.5 million may be satisfied in cash and/or by the issuance of common shares of Apollo ("Consideration Shares"), provided that such issuance of Consideration Shares does not result in St Andrew owning, directly or indirectly, 20% or more of the issued and outstanding shares of Apollo. If Apollo is able to satisfy this final payment obligation in cash, St Andrew will be obligated to accept the cash payment. If applicable, the Consideration Shares will be issued at a price of $0.50 per Consideration Share and will be issued by way of private placement, with the Consideration Shares being registered in the United States pursuant to a resale registration statement to be filed by Apollo with the Securities Exchange Commission, and will be subject to a four-month hold period in Canada. Apollo will pay interest at the rate of 12% per annum on the unpaid portion of the purchase price from June 30, 2008. The remainder of the terms of the Asset Purchase Agreement remained unaffected and in full force and effect.

Jacques Perron, President and CEO of St Andrew, said, "I am pleased that we have solidified this transaction with Apollo, which we believe will benefit both organizations."

About St Andrew

St Andrew is a gold mining and exploration company with operations in Timmins, Ontario and Alaska. St Andrew controls a very large land position in the Timmins Mining Camp, an extensive land position at Eskay Creek in northern British Columbia and land positions around Nixon Fork Gold Mine in the Kuskokwim-Tintina Mining Camp in Alaska. St Andrew also holds an approximate 17.5% equity interest in Apollo Gold Corporation which has operations in Montana, Mexico and the Black Fox Deposit located in the vicinity of St Andrew's Timmins operations.

For further information about St Andrew Goldfields Ltd., please contact Investor Relations at (416) 368-3116 or toll-free at 1-800-463-5139 or email


The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary material include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, political instability, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers should refer to the Company's Annual Information Form filed at for a further discussion of such risks, uncertainties and factors. Readers are cautioned not to place undue reliance on this forward-looking information. St Andrew does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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