/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR U.S.
VANCOUVER, Dec. 17 /CNW/ - StrataGold Corporation (the "Company")
(SGV:TSX) announces that it has filed with the securities regulatory
authorities in British Columbia, Alberta and Ontario its (final) short form
prospectus and has priced the offering of up to $19.5 million of securities
(see November 30, 2007 News Release) (the "Offering") in consultation with the
syndicate lead by Paradigm Capital Inc. and including Blackmont Capital Inc.,
Jennings Capital Inc. and Westwind Partners Inc. The Offering is expected to
close on or about December 20, 2007 (the "Closing"). It is currently
anticipated that Newmont Mining Corporation and/or its affiliates ("Newmont")
will subscribe for approximately $2.0 million of Units.
The Offering consists of an aggregate of up to 72,500,000 units ("Units")
of the Company and 21,739,131 common shares of the Company to be issued as
"flow-through shares" (the "Flow-Through Shares"). Each Unit will be priced at
$ 0.20 and will consist of (i) one common share, and (ii) one half of one
common share purchase warrant ("Warrant") of the Company. Each full Warrant
shall be exercisable at a price of $0.25 for a period of 24 months from
closing. Each Flow-Through Share will be priced at $0.23.
The net proceeds of the Offering from the Unit portion of the Offering
shall be used for exploration of the Tassawini property, the Newmont joint
venture properties and general corporate purposes. The proceeds from the sale
of the Flow-Through Shares shall be primarily for the exploration and
development program at the Dublin Gulch property. The Company agrees that the
gross proceeds raised in connection with the Flow-Through Shares sold under
the Offering will be used for qualifying Canadian Exploration Expenses under
the Income Tax Act (Canada).
The securities comprising the Offering have not been registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any
state securities laws, and may not be offered or sold in the United States
absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States.
All dollars in this release refer to Canadian funds. Except for the
statements of historical fact contained herein, the information presented in
this News Release constitutes "forward-looking statements" as such term is
used in Canadian securities laws.
StrataGold is a gold development company focused on the systematic
exploration of two advanced-stage gold projects. To obtain additional
information, photos and weekly project updates please visit:
Statement Regarding Forward Looking Statements
This news release of StrataGold Corporation (the "Company") contains
statements that constitute "forward-looking statements." Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements, or
developments in our industry, to differ materially from the anticipated
results, performance or achievements expressed or implied by such
forward-looking statements. Forward looking statements are statements that are
not historical facts and are generally, but not always, identified by the
words "expects," "plans," "anticipates," "believes," "intends," "estimates,"
"projects," "potential" and similar expressions, or that events or conditions
"will," "would," "may," "could" or "should" occur. Forward-looking statements
in this document include statements regarding the Company's proposed public
offering, including the anticipated amounts to be raised and the use of
proceeds. There can be no assurance that such statements will prove to be
accurate. Actual results and future events could differ materially from those
anticipated in such statements, and readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of their
respective dates. Important factors that could cause actual results to differ
materially from the Company's expectations include, among others, risks
related to fluctuations in mineral prices; fluctuations in financial markets;
and other risks and uncertainties discussed under the heading "Risk Factors"
and elsewhere in the Company's documents filed from time to time with the
Toronto Stock Exchange and Canadian securities regulators. These statements
are based on a number of assumptions, including assumptions regarding general
market conditions, the availability of financing for proposed transactions and
programs on reasonable terms, and the ability of outside service providers to
deliver services in a satisfactory and timely manner. Forward-looking
statements are based on the beliefs, estimates and opinions of the Company's
management on the date the statements are made. Except as expressly required
by applicable securities laws, the Corporation undertakes no obligation to
update these forward-looking statements in the event that management's
beliefs, estimates or opinions, or other factors, should change.
For further information:
For further information: Terry L. Tucker, President and CEO; Vanessa
Pickering, Manager, Investor Communications, StrataGold Corporation, Tel:
(604) 696-6601, E-Mail: email@example.com