Stay Gold Inc.

Stay Gold Inc.

May 01, 2012 15:38 ET

Stay Gold Inc Announces Filing of Preliminary Prospectus

HALIFAX, NOVA SCOTIA--(Marketwire - May 1, 2012) - Stay Gold Inc. ("Stay Gold" or the "Corporation") is pleased to announce that it has obtained receipt for a preliminary prospectus from the securities regulatory authorities in the Provinces of Nova Scotia, Ontario, Saskatchewan, Alberta and British Columbia, with respect to an initial public offering of a minimum (the "Minimum Offering") of 6,000,000 Units (the "Units") and 1,500,000 Flow Through Units (the "FT Units") up to a maximum (the "Maximum Offering") of 8,000,000 Units and 3,000,000 FT Units (collectively, the "Offering"). The Offering price per Unit is $0.15 and the Offering price per FT Unit is $0.20. Gross proceeds raised under the Minimum Offering will be $1,200,000 and $1,800,000 under the Maximum Offering. Each Unit and FT Unit shall consist of one common share and one half of one transferable share purchase warrant (each, a "Share Purchase Warrant"). Each whole Share Purchase Warrant will entitle the purchaser to acquire one additional common share for a period of thirty six (36) months from the Closing date of the Offering at an exercise price of $0.25 per Share Purchase Warrant. The common shares underlying the FT units will be issued as flow-through shares within the meaning of the Income Tax Act (Canada).

The Offering is being conducted on a commercially reasonable efforts basis by Wolverton Securities Ltd. ("Wolverton"), as exclusive agent to the Corporation. Wolverton will receive a commission of 10% of the gross proceeds of the Offering and be issued Agent's Options (the "Options") to be issued at the Closing, for the purchase of that number of Units equal to 10% of the aggregate number of Units and FT Units subscribed for under the Offering, at the Unit Offering Price, for a period of 36 months from the Closing date.

Stay Gold intends to use the proceeds from the Offering to explore and develop the Company's gold prospects, located in Nova Scotia, Canada, including its flagship Harrigan Cove property, as well as for general working capital purposes.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy the Units or FT Units in any of the Offering Provinces prior to the time a receipt for the final prospectus or other authorization is obtained from the securities regulatory authorities in such province. A copy of the preliminary prospectus is available on SEDAR at under the Company's profile.

Completion of the Offering is subject to and conditional upon the receipt of all necessary approvals, including regulatory approvals.

The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act, a "U.S. Person") unless an exemption from the registration requirements of the U.S. Securities Act is available. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to or for the account or benefit of a person in the United States or a U.S. Person.


About Stay Gold:

Stay Gold Inc. is a gold focused exploration company with a portfolio of high potential gold prospects. The Corporation's strategic land position, located in the historic gold producing region of Nova Scotia, provides a platform for expedient resource development and new discoveries.

The Corporation's Securities are not listed on any stock exchange and no stock exchange has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information:

"This press release includes "forward-looking information" including statements regarding the Offering that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Corporation. Statements regarding future fund raising and capital expenditures are subject to all of the risks and uncertainties normally incident with the raising of capital including, but are not limited to, financing risks and risk of regulatory change. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking information. Such forward-looking information represents management's best judgment based on information currently available. The Corporation does not assume the obligation to update any forward-looking statement, except as required by applicable law."

Contact Information

  • Stay Gold Inc.
    Brendan Matheson
    President and CEO
    Phone: (902) 832 1137
    (902) 444 3324 (FAX)