St Andrew Goldfields Ltd.
TSX : SAS

St Andrew Goldfields Ltd.

December 15, 2008 17:00 ET

St Andrew Raises $1.45 Million by Way of Private Placement Offerings

OAKVILLE, ONTARIO--(Marketwire - Dec. 15, 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") announces that it has closed today a brokered private placement of units of the Company (each, a "Unit") at $0.22 per Unit for gross proceeds of $1,419,360.80. As previously announced, each Unit consists of one common share issued on a "flow-through" basis and one-half common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the Company on a non-flow-through basis at a price of $0.44 per share at any time on or before June 15, 2010. Octagon Capital Corporation acted as lead agent in connection with the brokered private placement. The Company issued an aggregate of 387,098 compensation options exercisable at $0.22 per share at any time on or before December 15, 2010.

In addition, the Company closed a non-brokered private placement of 125,000 Units of the Company at $0.27 per Unit to certain insiders of the Company. The warrants comprising part of the Units issued to the insiders contain the same terms and exercise price as the warrants issued in connection with the brokered placement.

The proceeds from the offerings will be used to fund St Andrew's exploration programs in the Timmins Mining Camp.

The securities to be issued pursuant to the foregoing are subject to a four-month hold period.

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.

FORWARD LOOKING STATEMENTS

This news release may contain forward-looking information under applicable securities laws, concerning St Andrew's business, operations, financial performance, condition and prospects, as well as management's objectives, strategies, beliefs and intentions. Forward looking information are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "intend" and similar words referring to future events and results, including use of proceeds. 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, 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 as actual results may differ materially from those expressed or implied in the 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.

Contact Information

  • St Andrew Goldfields Ltd.
    Jacques Perron
    President and CEO
    1-800-463-5139 or (905) 815-9855
    (905) 815-9437 (FAX)
    Email: jperron@standrewgoldfields.com
    or
    St Andrew Goldfields Ltd.
    Ben Au
    CFO and VP Finance & Administration
    1-800-463-5139 or (905) 815-9855
    (905) 815-9437 (FAX)
    Email: bau@standrewgoldfields.com