High Desert Gold Corporation (TSX VENTURE:HDG)(OTCQX:HDGCF) (“HDG” or the “Company”) is pleased to report that HDG and Haywood Securities Inc. have agreed to increase the size of HDG’s previously announced private placement (the “Private Placement”) to an aggregate size of up to 21 million units of the Company (each a “Unit”) for total gross proceeds of up to approximately $4.7 million.
Each Unit will consist of one common share and one-half of a common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share for a period of 18 months from the closing of the Private Placement upon payment of $0.35 per share.
On January 26, 2012, the Company announced a private placement of up to 11,111,000 Units at $0.225 per Unit for gross cash proceeds up to approximately $2.5 million. See HDG PR 12-02 available under the Company’s filings at www.sedar.com. The Private Placement has become oversubscribed therefore the size of the Private Placement has been increased by up to an additional 9.8 million Units for additional gross proceeds of up to $2.2 million, bringing the total maximum offering to $4.7 million.
The Private Placement is conditional upon regulatory review and approval, and other closing conditions. Directors of the Company intend to participate in the Private Placement and the closing will occur through a brokered and a non-brokered closing.
The securities offered 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 or sold in the United States of America (the “United States”) or to or for the benefit of U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
ABOUT HIGH DESERT GOLD CORPORATION
The Company is a mineral exploration company that acquires and explores mineral properties, primarily gold, copper and silver, in North America. The major properties held by HDG are a 60% interest in the Gold Springs gold project situated along the border between Utah and Nevada and the San Antonio project in Sonora, Mexico. The Company also has a 34.8% interest in the Canasta Dorada property in Sonora, Mexico, through its equity interest in Highvista Gold Inc.
Certain statements in this press release constitute “forward-looking statements”. These forward-looking statements include, but are not limited to, statements regarding the possibility of closing the Private Placement. Forward-looking statements express, as at the date of this press release, the Company’s plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results. Forward-looking statements are based on certain assumptions, including the key assumptions and parameters on which such estimates are based, involve risks and uncertainties and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, the effect of capital market conditions and other factors on capital availability and the ability to complete any closing up to the maximum offering, or at all. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Except as required by law, HDG assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason.
Neither the 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.