St Andrew Goldfields Ltd.
TSX : SAS

St Andrew Goldfields Ltd.

June 25, 2008 08:45 ET

St Andrew Announces Completion of $42 Million Debt Conversion

OAKVILLE, ONTARIO--(Marketwire - June 25, 2008) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew" or the "Company") is pleased to announce that it has completed the issuance of a total of 76,363,636 common shares valued at $0.55 per share in full satisfaction of $42 million aggregate principal amount of indebtedness held by Herbert Abramson, the Chairman of the Company's Board of Directors and Technifund Inc., a private company controlled by him (collectively "Technifund"). Minority shareholders overwhelmingly approved the transaction at the Company's annual and special meeting of shareholders held on June 23, 2008. As a result of the share issuance, Technifund's share ownership in St Andrew increased from 15.1% to approximately 35.9%. Following completion of the transaction, St Andrew has 311,867,448 common shares issued and outstanding.

The transaction has enabled St Andrew to eliminate a significant portion of its outstanding indebtedness by issuing shares at a premium to the existing market price for its shares. By eliminating such indebtedness, St Andrew has significantly strengthened its balance sheet and eliminated $4.2 million of annual debt service obligations.

For further information about St Andrew Goldfields Ltd., please contact Investor Relations toll free at 1-800-463-5139 or email investor@standrewgoldfields.com.

FORWARD LOOKING STATEMENTS

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 www.sedar.com 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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