Jul. 7, 2011 (Filing Services Canada) -- Newton Gold Corp. (NWG - TSX Venture), Newton Gold Corp ("Newton Gold" or the "Company") is pleased to announce the commencement of a non-brokered private placement offering of up to 8,500,000 units consisting of 6,000,000 flow-through units (each, a "Flow-Through Unit") at a price of $0.25 per Flow-Through Unit and 2,500,000 units (each, a "Unit") at a price of $0.20 per Unit for gross proceeds of $2,000,000 (the "Offering").
Each Flow-Through Unit consists of one previously unissued common "flow-through share" and one non-flow-through share purchase warrant (a "Warrant) of the Issuer. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Warrant Share") for a period of two years from the date of issue of the Warrant. The Warrants will be exercisable at a price of $0.40 per share for the first year and at a price of $0.50 per share for the second year.
The Company is concurrently offering Units consisting of one previously unissued common share (a "Share") and one share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Warrant Share") for a period of 2 years from the date of issue of the Warrant. The Warrants will be exercisable at a price of $0.30 per share for the first year and $0.40 per share for the second year.
Newton Gold intends to use the proceeds of the private placement for exploration, general working capital and corporate purposes. The issuer may, in appropriate circumstances, pay a finder's fee in connection with the sale of the Flow-Through Units and the Units.
Closing of the Offering is subject to customary conditions including TSX Venture Exchange approval. Any securities issued pursuant to the Offering will be subject to a hold period of four months and one day after closing of the Offering under applicable Canadian securities laws.
About Newton Gold Corp
Newton Gold Corp is a British Columbia focused, exploration company with two wholly owned, advanced exploration projects: the Newton Mountain property (Au-Cu porphyry) 35 km north of Taseko Mine's Prosperity (formerly Fish Lake) Au-Cu project and the Chuchi property (Cu-Au porphyry) 30 km NW of Terrane's Mt. Milligan project.
The wholly owned Newton Mountain property is currently optioned to Amarc Resources Ltd. Amarc is aggressively drilling our Newton Mountain property to follow up on the major discovery made in 2009 that included 189 meters grading 1.56 g/t gold, including 99 metres grading 2.76 g/t gold in hole 9004 and 138 metres grading 0.74 g/t gold, including 63 metres grading 1.17 g/t gold in hole 9014.
ON BEHALF OF THE BOARD OF DIRECTORS
"Mark A. McLeary"
President
NEWTON GOLD CORP
Suite 400 - 409 Granville Street
Vancouver, BC, V6C 1T2
Telephone: (604) 678-2531
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.
To view this press release as a web page, please click the following link:
http://www.usetdas.com/pr/newton07072011.htm
Source: Newton Gold Corp. (TSXV: NWG)
Maximum News Dissemination by Filing Services Canada Inc. http://www.usetdas.com