St Andrew Goldfields Ltd.

St Andrew Goldfields Ltd.

June 11, 2008 09:00 ET

St Andrew Signs Definitive Agreement With Apollo Gold Corporation to Sell Its Stock Mill and Related Assets for Cdn. $20 Million

OAKVILLE, ONTARIO--(Marketwire - June 11, 2008) -


St Andrew Goldfields Ltd. (TSX:SAS) announced that further to the previously announced letter of intent of March 26, 2008 entered into with Apollo Gold Corporation ("Apollo"), the parties have signed a definitive agreement to sell St Andrew's Stock Mill Complex, including its mill and related equipment, infrastructure, laboratory and tailings facilities, located near Timmins, Ontario, to Apollo for gross proceeds of Cdn. $20.0 million.

St Andrew has received an initial deposit of Cdn. $1.5 million from Apollo. The balance of the purchase price will be paid on closing, which is expected to occur on or before June 30, 2008. Apollo may extend the closing date to August 29, 2008 upon paying a further Cdn. $10 million installment on the purchase price. Apollo will also be responsible for the refund to St Andrew of its bonding commitment at the Stock Mine of approximately Cdn. $1.2 million.

As part of the definitive agreement, St Andrew has agreed to limit any market divestitures of its holding of Apollo shares. Through the facilities of the TSX and AMEX, St Andrew may sell a maximum of 3 million, 4 million and 5 million Apollo shares in the second, third and fourth quarters, respectively, of 2008. Private sales will not be subject to these restrictions. To date during the second quarter, St Andrew has sold 0.4 million Apollo shares and currently holds 28.3 million Apollo shares.

Jacques Perron, President and CEO of St Andrew, said, "I am pleased that this transaction with Apollo is proceeding and I believe that this transaction will assist both companies in bringing their respective advanced stage exploration projects closer to production. Our business plan to divest non-core assets to finance the activities at our flagship Holloway-Holt mines is progressing. We expect to deliver an independent technical report on Holloway Holt, to enable a production decision to be made, by the end of June."

Divestiture of Glass Earth shares

On June 3, 2008, St Andrew sold 6,666,667 shares of Glass Earth Gold Limited ("Glass Earth") to a trade creditor in satisfaction of Cdn. $1.0 million of an outstanding payable. The Company currently holds 419,332 shares of Glass Earth and warrants to purchase an additional 9,840,000 Glass Earth shares at an average exercise price of Cdn. $0.25 per share. 9.7 million of these warrants expire in October 2008 and the remaining 0.1 million warrants expire in early 2010.

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 17.6% 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.

For further information about St Andrew Goldfields Ltd., please contact Investor Relations at (416) 368-3116 or 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 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.

Contact Information