True Gold Mining Inc.

TSX VENTURE : TGM


True Gold Mining Inc.

February 18, 2014 18:39 ET

True Gold Mining Closes C$51.9 Million Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 18, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

True Gold Mining Inc. (TSX VENTURE:TGM) ("True Gold" or the "Company") has fully closed the previously announced bought deal offering (the "Bought Deal Offering") and private placement (the "Non-Brokered Offering") with Liberty Metals & Mining Holdings, LLC ("LMM"), for total gross proceeds of C$51.9 million.

The first tranche of the Non-Brokered Offering closed concurrently with the Company's Bought Deal Offering earlier today.1 True Gold has now closed the previously announced second and final tranche of the Non-Brokered Offering to LMM.

The Company will use the net proceeds for proposed development and construction activities at the Karma Gold Project (the "Karma Project") in Burkina Faso, West Africa, exploration activities at the Company's mineral projects and for working capital purposes.

The second tranche of the Non-Brokered Offering consisted of the issue of 3,177,182 units (the "Units") of True Gold at a price of C$0.40 per Unit, for gross proceeds to the Company of approximately C$1.3 million. Each Unit consists of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to purchase one common share of the Company at a price of C$0.47 until August 18, 2014. The securities issued to LMM in the Non-Brokered Offering are subject to a four-month hold period that expires on June 19, 2014.

If all the Warrants from the Non-Brokered Offering and Bought Deal Offering are exercised, it will result in additional proceeds to True Gold of approximately C$30.4 million. The Warrants trade on the TSX Venture Exchange under the trading symbol "TGM.WT".

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

1Please see the True Gold press release dated February 18, 2014, titled True Gold Mining Raises C$51.9 Million Through Bought Deal Financing and Private Placement

About True Gold

True Gold Mining Inc. is where gold comes to life. We are committed to growing a successful gold exploration, development and production company, by focusing on projects with low costs, low technical risks and solid economics. The Company's board, management and technical teams have proven track records in gold exploration, development, operations and production worldwide.

Additional information about the Company and its activities may be found on the Company's website at www.truegoldmining.com and under the Company's profile at www.sedar.com.

ON BEHALF OF THE BOARD

Mark O'Dea, Executive Chairman

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, use of proceeds of the offerings, and information with respect to future exploration and development plans concerning the Karma and Liguidi projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "estimates", "intends", "anticipates" or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made at the date that such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including a need to reallocate the use of proceeds of the Offering due to changes in the exploration and development plans for the Karma and Liguidi projects, or for other prudent business reasons, and the risk factors disclosed elsewhere in the Company's public disclosure. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company's financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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