/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR U.S.
VANCOUVER, Nov. 30 /CNW/ - StrataGold Corporation (the "Company")
(SGV:TSX) today announced that it has filed a preliminary short form
prospectus with the securities regulatory authorities in each of the provinces
of British Columbia, Alberta and Ontario, in connection with a public offering
(the "Offering") of units (the "Units") and flow-through common shares (the
"Flow Through Shares") of the Company. The Units and Flow Through Shares will
be offered on a reasonable best efforts basis by Paradigm Capital Inc., as
lead agent, with a syndicate of agents which includes Blackmont Capital Inc.,
Jennings Capital Inc. and Westwind Partners Inc. (collectively, the "Agents").
It is currently anticipated that Newmont Mining Corporation and/or its
affiliates ("Newmont") will subscribe for approximately $2.0 million of Units.
Each Unit is comprised of one common share of the Company (each, a
"Common Share") and one-half of one Common Share purchase warrant (a
"Warrant"). Each whole Warrant will entitle the holder to acquire one Common
Share for a period of 24 months from the closing of the Offering.
The pricing of the Offering will be determined by negotiation between the
Company and the Agents based on market conditions at the time of filing the
final short form prospectus. The Company expects that the Offering will raise
approximately $19.5 million (comprised of $14.5 million of Units and
$5 million of Flow Through Shares). Closing of the Offering is subject to
certain conditions including, but not limited to, the receipt of all necessary
regulatory approvals, including the approval of the Toronto Stock Exchange.
The Agents will receive a cash commission equal to 6% of the gross
proceeds of the Offering, except that no commission will be paid to the Agents
on any securities purchased by Newmont. The Company has also granted to the
Agents an over-allotment option exercisable, in whole or in part, until
48 hours prior to the closing of the Offering, to sell up to an additional
$2.175 million of Units.
The Company intends to use the net proceeds of the Offering towards
exploration programs on its Tassawini and Monosse properties located in
Guyana, South America, its Dublin Gulch property located in the Yukon
Territory, Canada, and for working capital and general corporate purposes.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the U.S. The securities have not
been and will not be registered under the United States Securities Act of
1933, as amended ("the U.S. Securities Act"), or any state securities laws and
may not be offered, sold or delivered within the United States except in
transactions exempt from the registration requirements of the U.S. Securities
Act and applicable state 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. The Company 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