St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

November 15, 2006 23:06 ET

St Andrew Reprices Subscription Receipts Offering

OAKVILLE, ONTARIO--(CCNMatthews - Nov. 15, 2006) - St Andrew Goldfields Ltd. (TSX:SAS) ("St Andrew" or the "Company") wishes to provide an update on the Subscription Receipts Offering and to announce a repricing of the Subscription Receipts.

Subscription Receipts

On September 15, 2006, the Company closed (into escrow) a private placement of subscription receipts for units and subscription receipts for common shares on a "flow through" basis (collectively "Subscription Receipts") for gross proceeds of $21,085,932. The private placement consisted of 6,666,667 subscription receipts for units ("Units") at a price of $1.50 per Unit Subscription Receipt and 6,928,707 subscription receipts for common shares on a "flow through" basis ("Flow-Through Shares") for $1.60 per Flow-Through Subscription Receipt.

Each of the Subscription Receipts is exercisable by the holder thereof at any time, and can be automatically exercised (without any further action by the holder thereof) concurrently with the satisfaction of certain release conditions (described below) to acquire, for no additional consideration, one Unit or one Flow-Through Share, as the case may be. Each Unit consisted of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one common share at an exercise price of $1.75 per common share for a period of eighteen months from the closing date of the Subscription Receipts Offering.

The proceeds from the private placement, less one-half of the commission payable to the Agent and the Agent's expenses, in the amount of $20,325,375 has been placed in escrow and their release was subject to the satisfaction of certain release conditions within 60 days. These conditions included the filing of updated National Instrument 43-101 technical reports on certain St Andrew properties (completed); the receipt of a final prospectus to qualify the common shares and warrants issuable upon exercise of the Subscription Receipts and the filing of a final prospectus for the Company's previously announced rights offering of Units and Flow-Through Shares (the "Rights Offering").


On November 13, 2006, the Company provided notices to the subscription receipt holders that it is unable to meet certain release conditions prior to the release deadline on November 15, 2006 as described above and were planning to reprice these Subscription Receipts. In particular the release conditions of obtaining a receipt for the final prospectus for the Subscription Receipts and the filing of a final prospectus for the proposed Rights Offer were delayed because of the regulatory requirement to file audited financial statements (due on December 15, 2006) in respect of the acquisition of the Holloway-Holt gold mining and exploration assets. Pursuant to the terms of the subscription agreement, subscription receipt holders may elect, at their own discretion and prior to November 20, 2006, to exercise all of their Subscription Receipts to acquire underlying Units or Flow-Through shares of the Company at an amended price of $1.15 per Unit Subscription Receipt and $1.30 per Flow-Through Subscription Receipt. In addition, the exercise price of the share purchase warrant under the Unit Subscription Receipt has been amended to $1.40 per common share for a period of eighteen months from the closing date of the Subscription Receipts Private Placement or until March 15, 2008. In the event that Subscription Receipt holders elect not to exercise their Subscription Receipts prior to November 20, 2006, the Subscription Receipts shall deem to have been repurchased by the Company and the funds placed in escrow shall be returned to the subscription receipt holders with interest.

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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