St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

November 22, 2006 17:27 ET

St Andrew Announces Exercise of Subscription Receipts and Release of Escrowed Proceeds

OAKVILLE, ONTARIO--(CCNMatthews - Nov. 22, 2006) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew" or the "Company") On November 15, 2006 the Company announced that holders of its subscription receipts exercisable for units and subscription receipts exercisable for common shares on a "flow-through" basis (collectively, the "Subscription Receipts") could elect, prior to November 20, 2006, to exercise all of their Subscription Receipts at an amended price of $1.15 per unit Subscription Receipt and $1.30 per flow-through Subscription Receipt. The Company is pleased to confirm that holders have elected to exercise 6,666,667 Subscription Receipts for units and 5,366,207 Subscription Receipts for flow-through shares, from which the Company has received proceeds of $18,585,931.70. Subscription Receipts for 1,562,500 flow-through shares were not exercised and the proceeds of $2,500,000 with respect to such Subscription Receipts, plus the pro rata entitlement to interest earned on the Escrowed Proceeds, will be released to the holder thereof.

The proceeds from the private placement of the Subscriptions Receipts were held in escrow (the "Escrowed Proceeds") by CIBC Mellon Trust Company, the escrow agent under the private placement, and will be released to the Company by November 24.

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 November of 2006. The recently acquired Holloway-Holt Gold Mine in the Timmins Mining Camp is forecast to increase St Andrew's gold production by 75,000 to 100,000 ounces per annum. 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 New Zealand based gold explorer, Glass Earth Limited.

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


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 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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