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May 14th, 2012 - Winnipeg, MB - King's Bay Gold Corporation (TSX.V: KBG) (the "Corporation" or "King's Bay Gold") is pleased to announce a non-brokered private placement of a maximum of 4,000,000 Class "A" Units at a purchase price of $0.05 for gross subscription proceeds of $200,000.00, and a maximum of 5,000,000 Class "B" Units at a subscription price of $0.05 for gross subscription proceeds of $250,000.00, for aggregate maximum subscription proceeds of $450,000.00. The offering will be made to subscribers resident in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia, and such other jurisdictions as the Issuer may determine. It is anticipated that the closing of offering will occur on or around June 29th, 2012.
Each Class "A" Unit shall be comprised of one Class "A" Common Share of the Issuer (a "Common Share"), issued as a "flow through" share for the purposes of The Income Tax Act (Canada) (a "Flow Through Share") and one full Common Share purchase warrant (a "Warrant") of the Issuer. Each Class "B" Unit shall be comprised of one Common Share and one whole Warrant. Each whole Warrant shall entitle the holder to purchase one Common Share for an exercise price of $0.10 for a period of 24 months following the date of issuance. The Common Shares and Warrants issued in connection with this offering will be subject to a hold period of four months plus one day.
The Issuer may, at its discretion, offer a 8% cash finder's fee to registered dealers for services rendered in introducing certain subscribers to the offering (each, a "Finder"). In addition to the finder's fee, brokers warrants equivalent to 6 % of the number of Units subscribed for in this non-brokered placement may be paid to registered dealers for services rendered in introducing certain subscribers to the offering. Each broker warrant can be exercised to purchase one non-flow-through common share upon payment $0.10 for a period of 24 months following the date of issuance.
The closing of this offering is subject to the approval of the TSX Venture Exchange Inc.
Website Feature - Join Our President's List
A "Join Our President's List" feature can be found on the HOME webpage on the Company's website at http://www.kingsbaygold.com/home/# whereby shareholders and other interested individuals can add themselves to a list to receive recently disseminated news releases from the Company via e-mail.
Subscribers may remove themselves from this list at any time by sending an e-mail to the Company at info@kingsbaygold.com or by calling the company at 1-(204)-253-4653. The list will be for the exclusive use of the Company and shall not be sold, traded, bartered, leased or provided to any third parties. The list shall be treated as confidential and the Company shall adhere to the provisions of the Personal Information Protection and Electronic Documents Act (Canada).
About King's Bay Gold
King's Bay Gold Corporation is an active Canadian mineral exploration and development company with mineral exploration projects located in two of Canada's main gold camps - Red Lake, ON and Rainy River, ON.
KBG Shares Outstanding: 97,126,913
King's Bay Gold Corporation
Kyle Picard
President & CEO and Corporate Secretary
(204) 253-4653
info@kingsbaygold.com
www.kingsbaygold.com
This news release includes certain forward-looking statements concerning the future performance of King's Bay Gold Corporation's business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. The Company does not intend, and does not assume any obligation, to update these forward-looking statements. Forward-looking statements are frequently identified by such words as "may", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. These forward-looking statements represent management's best judgment based on current facts and assumptions that management considers reasonable. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing and as described in more detail in the Company's recent securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward looking-statements and readers are cautioned against placing undue reliance thereon.
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.
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