St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

November 29, 2006 16:44 ET

St Andrew Announces Flow-Through Share Offering for Up to $10 Million

OAKVILLE, ONTARIO--(CCNMatthews - Nov. 29, 2006) -


St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew") announces that it intends to conduct a non-brokered private placement offering for up to 7,692,308 common shares on a "flow-through" basis at $1.30 per share for gross proceeds of up to $10,000,000. Insiders of St Andrew intend to subscribe for approximately 74.28% of the offering.

It is anticipated that closing will occur on or about December 8, 2006.

The proceeds from the offering will be used for exploration and development expenses with respect to St Andrew's properties in Timmins, Ontario and Eskay Creek, British Columbia.

The securities issued pursuant to the foregoing will be subject to a four-month hold period. The private placement is subject to the approval of the Toronto Stock Exchange.

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, 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


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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