(TSX.V:TLG)
RICHMOND, BC, June 28 /CNW Telbec/ - Tagish Lake Gold Corp. (TSX-V: TLG) announces that, in consideration of the proposed C$10,000,000 equity investment by Wega Mining ASA disclosed in the Company's news release of June 26, 2007, Tagish has elected not to proceed with its C$4,000,000 flow-through unit offering announced on May 25, 2007.
The Company has, however, decided to undertake a non-brokered private placement offering of up to 5,000,000 common share units (the "Units") at a subscription price of C$0.20 per Unit for gross proceeds of up to C$1,000,000. Certain Directors and/or Officers of the Company will participate in this private placement in an aggregate amount of up to C$750,000. Each Unit consists of one common share in the capital of the Company and one non-transferable common share purchase warrant entitling the holder to acquire one additional common share at a price of C$0.30 per share for twenty-four (24) months from the date of issuance. In connection with the balance of the offering, the Company has agreed with certain eligible registrants to pay a finders' fee in cash of 8% of the proceeds raised from participating subscribers introduced to the Company by such registrants and grant finders' warrants on terms similar to those included in the flow-through share units equal to 8% of the Units subscribed by such subscribers.
The anticipated proceeds of the offering will be used for working capital purposes.
Completion of this proposed private placement will be subject to the negotiation, execution and delivery of definitive subscription agreements, TSX Venture Exchange acceptance of the proposed subscribers and documentation related to the offering. Any securities to be issued with will be subject to a hold period of four months from the closing date in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws.
Tagish also announces that it has granted incentive stock options to certain directors and senior officers to purchase an aggregate of 1,800,000 common shares at an exercise price of $0.20 per share. The options are for a term of five years and expire on June 25, 2012. Tagish has concurrently granted incentive stock options to consultants to purchase an aggregate of 100,000 common shares at an exercise price of $0.21 per share. These options are for a term of two years and expire on June 25, 2009. All options and shares issuable upon exercise, if any, will be subject to a four-month hold period from the date of grant in accordance with TSX Venture Exchange policy. The grants were made pursuant to the Company's 2006 Stock Option Incentive Plan and are subject to the terms and conditions set out in the Plan and the policies of the TSX Venture Exchange.
About Tagish Lake Gold Corp.
Tagish Lake Gold Corp. explores for and develops high grade gold-silver mineral deposits in the Yukon Territory of Canada. The Company is currently focused on its wholly owned, 178 km2 Skukum Mineral District located 80 km by road south of Whitehorse. The Skukum Mineral District hosts the Skukum Creek gold-silver deposit and the Goddell Gully gold deposit and the Mt. Skukum gold deposit.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Company have not been 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 or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain statements contained in this news release using the terms "may", "expects to", "projects", "estimates", "plans", and other terms denoting future possibilities, are forward-looking statements in respect to various issues including upcoming events based upon current expectations which involve risks and uncertainties that could cause actual outcomes and results to differ materially. The future conduct of the Company's business and the feasibility of its mineral exploration properties are dependent upon a number of factors and there can be no assurance that the Company will be able to conduct its operations as contemplate and the accuracy of these statements cannot be guaranteed as they are subject to a variety of risks that are beyond our ability to predict or control and which may cause actual results to differ materially from the projections or estimates contained herein. The risks include, but are not limited to, the risks described in the above press release; those risks set out in the company's disclosure documents and its annual, quarterly and current reports; the fact that exploration activities seldom result in the discovery of a commercially viable mineral resource and are also significant amounts of capital to undertake and the other risks associated with start-up mineral exploration operations with insufficient liquidity, and no historical profitability. The Company disclaims any obligation to revise any forward looking statements as a result of information received after the fact or regarding future events.
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