TORONTO, Oct. 21 /CNW/ - Herbert Abramson, Chairman of the Board of St
Andrew Goldfields Ltd. ("St Andrew"), announces that he has acquired
41,111,034 common shares (the "Shares") or approximately 13.2% of the
outstanding common shares of St Andrew, through Technifund Inc.
("Technifund"), a private company controlled by Mr. Abramson. The Shares were
owned by 1401162 Ontario Limited ("1401162") and 1401974 Ontario Limited
("1401974"), corporations owned by adult children of Mr. Abramson. Technifund
acquired all of the outstanding shares of 1401162 and 1401974 pursuant to
private share purchase agreements entered into on October 20, 2008 and the
acquisitions were made in reliance on the takeover bid exemption set forth in
section 100.1 of the Securities Act (Ontario).
Upon completion of the acquisitions of 1401162 and 1401974, Mr. Abramson
owns, directly or indirectly, 153,148,850 common shares of St Andrew,
representing approximately 49.1% of the issued and outstanding common shares
of St Andrew. In addition, Mr. Abramson owns 480,000 stock options and
31,635,314 warrants of St Andrew. If he were to exercise all of the options
and warrants held by him, Mr. Abramson would own an aggregate of 185,264,164
common shares, representing approximately 53.8% of the then issued and
outstanding common shares of St Andrew (on a partially diluted basis, i.e.,
assuming no options and warrants were exercised by other holders).
Technifund has also entered into a private agreement to sell a total of
123,598,449 common shares of St Andrew (including the Shares) in equal amounts
to 2187793 Ontario Inc., 2187791 Ontario Inc. and 2187792 Ontario Inc.,
private corporations owned by each of Mr. Abramson's adult children, at a
price of $0.12 per share. The share sale price is equal to the closing price
of the St Andrew common shares on the Toronto Stock Exchange on October 17,
2008, the last closing price prior to the agreement being entered into by the
parties. The sale transactions, which are scheduled to be completed on
October 27, 2008, are for estate and tax planning purposes of Mr. Abramson and
Technifund. Following the completion of these sale transactions, Mr. Abramson
will hold 29,550,401 common shares, representing 9.5% of the issued and
outstanding common shares of St Andrew, and the options and warrants referred
to above. If he were to exercise all of the options and warrants, Mr. Abramson
would own an aggregate of 61,665,715 common shares, representing approximately
17.9% of the then issued and outstanding common shares of St Andrew on a
partially diluted basis.
Mr. Abramson reserves the right to acquire further securities of St
Andrew depending on market conditions and other relevant factors.
The common shares of St Andrew trade on the Toronto Stock Exchange.
An early warning report in respect of the above noted transactions will
be filed on SEDAR.
For further information:
For further information: Herbert Abramson, 22 St. Clair Avenue East,
18th Floor, Toronto, ON, Tel: (416) 956-9334