SAS to Complete Additional $6 Million Private Placement Offering


TORONTO, July 23 /CNW/ - St Andrew Goldfields Ltd. (TSX:SAS), ("SAS" or the "Company") is pleased to announce that it will complete an additional $6 million non-brokered private placement (the "Additional Offering") to Sprott Asset Management LP ("Sprott") on behalf of certain funds and managed accounts. The Additional Offering will consist of 4,800,000 common share units ("Units") at $1.25 per Unit, with each Unit consisting of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $1.70 per share for 18 months. This financing is in addition to the $20 million brokered private placement (the "Offering") announced on July 7, 2010, which consists of 6,666,667 flow through units (the "FT Units") at a price of $1.50 per FT Unit and 8,000,000 Units at a price of $1.25 per Unit, with an over-allotment option of $2 million for each of the FT Units and Units. The Company has been advised by NCP Northland Capital Partners Inc., the lead agent for the Offering, that the over-allotment option will be fully exercised.

At the time of the Offering, the Company offered to the holders of its Senior Secured Gold Notes ("Notes"), the opportunity to convert their notes (at a discount) into common shares of SAS by issuing non flow-through Units on the same terms as to be issued on the Offering (the "Repurchase Offer"). Sprott, which currently holds approximately 62% of the face value of the US$16.2 million Notes issued, has advised that its current intention is to retain its position in the Notes and will instead participate in the Additional Offering.

Under the terms of the Repurchase Offer, for each US$100,000 face amount of the Notes issued, the Company has offered to the note holders, 119,413 Units at a price of $1.25 per Unit. After giving effect to the above and assuming the remaining Notes (other than those held by Sprott) are repurchased by the Company in full, the Company will issue 7,403,625 Units for a value of approximately $9.3 million.

The Company expects the Offering, the Additional Offering, and the Repurchase Offer to close on or about July 28, 2010. The securities to be issued pursuant to the aforementioned will be subject to a four-month hold period. Completion of the Offering, Additional Offering, and Repurchase Offer are subject to the approval of the Toronto Stock Exchange. 

"We are encouraged by the expanded stakeholder interest in our Company." said Jacques Perron, President & CEO of SAS. "This clearly demonstrates the potential of our assets and our ability to execute on a business plan to advance these assets to their full value." 

About SAS

SAS (operating as "SAS Goldmines"), is a gold mining and exploration company with an extensive land package in the Timmins mining district, northeastern Ontario, which lies within the Abitibi greenstone belt, the most important host of historical gold production in Canada. SAS is focussed on developing its assets in the Timmins Camp which includes current and near-term gold production, and exploration activities.


This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information") under applicable securities laws, concerning the Company's business, operations, condition and prospects, as well as management's objectives, strategies, beliefs and intentions. Forward-looking information is frequently identified by such words as "may", "will", "plan", "expect", "estimate", "anticipate", "believe", "intend" and similar words referring to future events and results, including its intent to complete the Additional Offering, the Offering and the Repurchase Offer and the respective timing thereof. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information. Factors that may cause actual results to vary materially include, but are not limited to, changes in general economic conditions or conditions in the financial markets, fluctuations in gold prices and currency exchange rates, uncertainties relating to the interpretation of the geology, continuity, grade and size estimates of its mineral reserves and resources and unanticipated operational or technical difficulties. Such forward looking information is based on a number of assumptions, including but not limited to, the availability of financing, no significant decline in existing general business and economic conditions, the level and volatility of the gold price, the accuracy of our reserve and resource estimates and of the geological, metallurgical, price and other assumptions on which the estimates are based and receipt of the approval of the Toronto Stock Exchange. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information and accordingly, readers are cautioned not to place undue reliance on this forward-looking information. SAS does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

SOURCE St Andrew Goldfields Ltd.

For further information: For further information:

St Andrew Goldfields Ltd.
Suzette N Ramcharan
Manager, Investor Relations
1-800-463-5139 or (416) 815-9855
(416) 815-9437 (FAX)
St Andrew Goldfields Ltd.
Jacques Perron
President & CEO
1-800-463-5139 or (416) 815-9855
(416) 815-9437 (FAX)
St Andrew Goldfields Ltd.
Ben Au
CFO, VP Finance & Administration
1-800-463-5139 or (416) 815-9855
(416) 815-9437 (FAX)

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