St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

November 12, 2007 08:39 ET

St Andrew Announces Private Placement Offering for up to $20.0 Million

OAKVILLE, ONTARIO--(Marketwire - Nov. 12, 2007) -


St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew" or the "Company") announces that it intends to conduct a non-brokered and brokered private placement offering of common shares for expected gross proceeds of up to $20.0 million.

Terms of Private Placement Share Offering

Under the private placement offering ("Private Placement"), St Andrew will issue up to 33,333,333 common shares at a price of $0.60 per share for gross proceeds of approximately $20.0 million.

Under the non-brokered portion of the Private Placement, managed accounts of Trapeze Asset Management Inc. and of Trapeze Capital Corp. (Insiders of the Company) intend to subscribe for approximately $11.4 million of the Private Placement without any selling fee. Closing of this portion of the Private Placement is anticipated on or about November 15, 2007.

The brokered portion of the Private Placement of approximately $8.6 million is anticipated to be closed on or about December 12, 2007. A cash commission of 6 % and 6% broker warrants will be paid on the brokered portion of the Private Placement.

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

Use of Proceeds

The net proceeds of the Private Placement will be used for exploration expenditures at St Andrew's Nixon Fork property, development and drilling programs at the Holloway-Holt Gold Mine, for working capital and for general corporate purposes.

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 50.2% equity interest in New Zealand based gold explorer Glass Earth Limited which holds extensive land positions on the North and South Islands in New Zealand, and a 19.0% 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. The Company recently announced that it has temporarily suspended the production at its Nixon Fork Gold Mine in Alaska in order to concentrate its efforts on better defining the existing mineral resources and identify new zones of gold-copper mineralization at that property.


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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