St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

August 10, 2006 15:55 ET

St Andrew Announces Anticipated Filing Date of Previously Announced Short Form Prospectus and of Rights Offering Prospectus

OAKVILLE, ONTARIO--(CCNMatthews - Aug. 10, 2006) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew") wishes to announce the final terms of its recently announced public offering (the "Offering") of units (the "Units") and common shares on a flow-through basis. Haywood Securities Inc. (the "Agent") is acting as agent under the Offering on a best efforts basis. Each Unit consists of one common share and one half of one common share purchase warrant. The Offering is for up to $10,000,000 of Units and $20,000,000 of flow-through shares.

The Units will be issued at a price of $1.50 per Unit. Each whole warrant will entitle the holder to purchase one common share at an exercise price of $1.75 per common share for a period of eighteen (18) months from Closing. The flow-through shares are being issued at a price of $1.60 per flow-through share.

St. Andrew anticipates filing the (final) short form prospectus with respect to the Offering with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario on Monday, August 14, 2006. Closing is anticipated for August 23, 2006.

In connection with the Offering, St Andrew has granted the Agent an option (the "Agent's Option") exercisable at the Agent's discretion at any time up to 48 hours prior to closing to sell up to an additional $5,000,000 in Units on the same terms as the Offering.

In addition, to give St. Andrew shareholders an opportunity to acquire Units, St Andrew also anticipates filing, early next week, with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario a preliminary rights offering prospectus entitling shareholders to subscribe for up to $20 million of Units on the same terms as the Offering (the "Rights Offering"). Technifund Inc., a company controlled by the Chairman of St Andrew's board of directors, has agreed to act as stand-by guarantor for the full amount of the Rights Offering.

Proceeds from the Offering and the Rights Offering are anticipated to total $50 million (not including proceeds, if any, from the exercise of the Agent's Option). St Andrew intends to use the net proceeds of the Offering and the Rights Offering to fund the Nixon Fork project, the acquisition of common shares of Glass Earth Limited ("Glass Earth"), the exploration and development of the Hislop open-pit project, the Aquarius Deposit engineering and feasibility study, the Taylor Advanced Exploration Program, exploration programs at the East Timmins exploration properties and on its properties in the Eskay Creek mining camp and for working capital and general corporate purposes.

St Andrew (TSX:SAS) is a gold mining and exploration company producing gold from its Stock Gold Complex in Timmins, Ontario and with gold production from its Nixon Fork project in Alaska scheduled to commence in the third quarter of 2006. 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 in the Kuskokwim - Tintina Mining Camp in Alaska. St Andrew also holds an approximate 48.3% equity interest in the New Zealand-based gold explorer Glass Earth.

For further information about St Andrew Goldfields Ltd., please visit St Andrew's website at or contact Investor Relations toll-free at 1-800-463-5139 or email


Certain statements contained in this press release are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

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