St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

April 19, 2007 17:18 ET

St Andrew Files Amended and Restated Preliminary Rights Offering Prospectus and Announces Auditor Change

OAKVILLE, ONTARIO--(CCNMatthews - April 19, 2007) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew") announces that it has filed an amended and restated preliminary rights offering prospectus with the securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, pursuant to which it proposes to raise gross proceeds of up to approximately $124 million. The terms of the rights offering are set out in St Andrew's press release dated February 26, 2007 and the reason for filing an amended and restated preliminary prospectus is set out in St Andrew's press release dated March 28, 2007. The record date for determining shareholders entitled to receive rights will be determined at the time of filing the final rights offering prospectus. The rights offering is subject to the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

St Andrew also announces that KPMG LLP, Chartered Accountants, has notified the audit committee of the board of the directors of St Andrew that it is declining to stand for reappointment as auditor of St Andrew at St Andrew's next annual meeting of shareholders to be held on June 28, 2007. St Andrew has begun the process of selecting a successor auditor.


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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an exemption from registration.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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