TORONTO, Oct. 27 /CNW/ - Herbert Abramson ("Abramson"), Chairman of the
Board of St Andrew Goldfields Ltd. ("St Andrew"), announces that Technifund
Inc. ("Technifund"), a private company controlled by Abramson, has completed
on October 27, 2008, the previously announced sale of 123,598,449 common
shares of St Andrew (the "Transaction") for estate and tax planning purposes.
Technifund sold by private agreement 41,199,483 common shares at a price of
$0.12 per share to each of 2187793 Ontario Inc. ("2187793"), 2187791 Ontario
Inc. ("2187791") and 2187792 Ontario Inc. ("2187792"), private corporations
owned by Abramson's adult children, Edward Abramson ("Edward"), Adam Abramson
("Adam"), and Randall Abramson ("Randall"), respectively.
Upon completion of the Transaction, Edward now owns, directly or
indirectly, 41,219,699 common shares of St Andrew, representing 13.2% of the
issued and outstanding common shares of St Andrew.
Upon completion of the Transaction, Adam now owns, directly or
indirectly, 41,459,746 common shares and 85,258 warrants of St Andrew,
representing 13.3% of the issued and outstanding common shares of St Andrew
(assuming the exercise of the warrants held by Adam only).
In addition to 2187792, Randall controls each of Trapeze Capital Corp.
("TCC") and Trapeze Asset Management Inc. ("TAMI"), Toronto-based portfolio
management firms. Upon completion of the Transaction, TCC and TAMI (on behalf
of their respective managed accounts), and their affiliates (including Randall
and 2187792) (together "Randall Group") now beneficially own or exercise
control or direction over an aggregate of 100,014,737 common shares of St
Andrew, representing approximately 32.1% of the issued and outstanding common
shares, in addition to 40,000 stock options and 15,735,689 warrants of St
Andrew. If all of the options and warrants held by Randall Group were
exercised, Randall Group would beneficially own or exercise control or
direction over an aggregate of 115,790,426 common shares, representing
approximately 35.3% of the then issued and outstanding common shares of St
Andrew (on a partially diluted basis). 2187792 made the acquisition in
reliance on the takeover bid exemption set forth in section 100.1 of the
Securities Act (Ontario).
Each of Edward, Adam and Randall has purchased the securities of St
Andrew for investment purposes and each reserves the right to acquire further
securities of St Andrew depending on market conditions and other relevant
Early warning reports in respect of the Transaction will be filed on
For further information:
For further information: Adam Abramson, 22 St. Clair Avenue East, 18th
Floor, Toronto, ON, Tel: (416) 956-9615