Boxxer closes non-brokered private placement

CALGARY, Aug. 10, 2012 /CNW/ - Further to a press release dated June 18, 2012, Boxxer Gold Corp. (TSX Venture: BXX/OTC: BXXRF) ("Boxxer" or the "Corporation") is pleased to announce that it has completed the non-brokered private placement (the "Offering") of units ("Units") of the Corporation. Pursuant to the Offering, Boxxer issued 8,863,000 Units at a price of $0.07 per Unit for aggregate gross proceeds of $620,410.

Each Unit consists of one (1) common share in the share capital of Boxxer ("Common Share") and one-half of one (1/2) Common Share purchase warrant (a "Warrant"). Each whole Warrant shall be exercisable into one (1) Common Share at a price of $0.12 until one (1) year from the date of closing. Each Warrant is subject to accelerated expiry provisions such that if any time after the completion of the Offering the closing price of the Common Shares on the TSX Venture Exchange is at least $0.12 per Common Share for 15 consecutive days the Corporation may give notice to the holders that each Warrant will expire 15 business days from the date of providing such notice.

The proceeds of the Offering will be used primarily for preparation of additional diamond drilling on the Boss copper-gold property, continued exploration on the Buena Vista copper project located in Nevada and for general working capital purposes.

Finders acting in connection with the Offering received aggregate finder's fees of $13,734 and 196,200 finder's warrants. Each finder's warrant is exercisable into Common Shares ("Finder's Shares") at an exercise price of $0.07 per Finder's Share for a period of one (1) year from the date of issuance of the finder's warrants.

Closing of the Offering is subject to final approval of the TSX Venture Exchange. The securities issued in connection with the Offering are subject to a four (4) month hold period that expires on December 11, 2012.

Insiders participated in the Offering for a total gross proceeds of $63,000. In relation to the insiders who participated in the Offering, Boxxer has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these securities (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization). No new insiders were created as a result of this Offering.

About Boxxer Gold Corp.

Boxxer is a Canadian junior resource company focused on the exploration of the Boss and Buena Vista copper projects in the state of Nevada, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Crescent Peak gold-silver project in Nevada and the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.

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.

Forward Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the receipt of applicable regulatory approvals and the anticipated use of the net proceeds of the Offering. The intended use of net proceeds of the Offering by the Corporation might change if the Corporation's Board of Directors determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in Boxxer's disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

SOURCE: Boxxer Gold Corp.

For more information on Boxxer please visit our website at www.boxxergold.com or contact:

Boxxer Gold Corp
John L. Maslanyk
Vice President & Chief Information Officer
Tel: [phone] 
Toll Free: 1-888-479-3596
e-mail: [email protected]

Macam Investor Relations
Justin Cubberley
Vice President
Tel: [phone]
Fax: [phone]
e-mail: [email protected]