NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Redstar Gold Corp. (TSX.V:RGC) (the "Company") is pleased to report that it has agreed to terms of a private placement to raise gross proceeds of up to $525,000.
The Company will issue up to 3,000,000 Units at a price of $0.175 per Unit. Each Unit will consist of one common share and one share purchase warrant exercisable for a period of two years from the date of closing. Each share purchase warrant is exercisable to purchase one common share at price of $0.25 in year one and $0.30 in year two. If the closing price of the Company's shares exceeds $0.35 in year one (after the expiry of all hold periods) or $0.45 in year two for 20 consecutive trading days, the share purchase warrants must be exercised within 30 days of notice thereof from the Company, or they will expire.
A finder's fee equal to $0.015 per unit, or up to $45,000 in total, and 300,000 warrants, with terms identical to the warrants contained in the Units other than the forced exercise provision, will be paid and issued to Quest Securities Corporation in consideration of its efforts in finding accredited investors to subscribe to the placement.
The net proceeds from the private placement will be used for generating projects from the Company's Nevada geological database, exploration on the Company's Red Lake properties, and working capital purposes.
Completion of the private placement will be subject to the approval of the TSX Venture Exchange.
Quest Securities Corporation is a wholly-owned subsidiary of Quest Capital Corp. ("Quest"). Quest is a merchant banking organization that focuses on providing financial services, specifically bridge loans, to small and mid-cap companies in North America. Quest's primary expertise is providing asset backed commercial bridge loans of between $500,000 and $20,000,000 to publicly listed companies, generally operating in industries such as mining, oil and gas, manufacturing, real estate, and technology.
Redstar Gold Corp. is an aggressive mineral exploration company with interests in Nevada and Red Lake, Ontario that are prospective for gold. Redstar's partnerships include Anglogold Ashanti North America Inc. and Rubicon Minerals Corporation.
On Behalf of the Board,
REDSTAR GOLD CORP.
The TSX Venture Exchange has not reviewed and does not accept the responsibility for the adequacy or the accuracy of this news release.
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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the AU.S. Securities Act@) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.