SPOKANE, WASHINGTON -- (Marketwired) -- 05/24/13 -- St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") wishes to provide additional information on its previously announced (May 15, 2013) private placement with Queensberry Mining and Development Corp. ("Queensberry"). The placement is for 55,000,000 shares at a subscription price of US$0.20 per share, a premium to the market at the time the subscription agreement was entered into, for a total investment of US$11 million. The funds received will be used for working capital and to further advance the King-king Project. Located in the Philippines, King-king is one of the largest undeveloped copper-gold deposits in the world.
Queensberry is a related party to the Company due to the fact that its chief executive officer is a director of the Company. Prior to this placement, Queensberry currently holds 32,718,500 shares (7.56%) of the Company. With the addition of 55,000,000 shares (12.71%), Queensberry will hold a total of 87,718,500 shares (17.98%) of the issued and outstanding shares of St. Augustine after closing. Queensberry also has entered into an amended voting agreement with Pegasi Holding Ltd. that allows them to vote an additional 15 million shares (representing in the aggregate, voting control of 102,718,500 shares (23.7%)). This is revised from the previous amount of 60 million shares announced via press release October 10, 2012. This private placement will not materially affect control of the Company.
As this private placement is to an insider and is for more than 10% of the current issued and outstanding shares within a six-month period of the past issuance of securities to such insider, TSX rule 607(g)(ii) requires disinterested shareholder approval. Two disinterested shareholders, representing more than 50% of the current issued and outstanding shares of the Company have provided written consents in accordance with section 604(d) of the TSX Company Manual.
The Company has received conditional approval from the TSX and expects to close this private placement 5 business days from the issuance of this press release.
ABOUT THE KING-KING PROJECT
King-king is one of the largest undeveloped copper-gold deposits in the world. As released in the October 2010 Technical Report and the updated resource report released August 15, 2011, Measured mineral resources are 120.3 million tonnes at 0.315% total copper, 0.112 soluble copper and 0.816 grams per tonne (g/t) gold; Indicated mineral resources are 841.9 million tonnes at 0.245% total copper, 0.054% soluble copper, and 0.316 grams per tonne (g/t) gold. Inferred mineral resources are an additional 188.8 million tonnes at 0.215% total copper, 0.048% soluble copper, and 0.265 g/t gold. The Measured and Indicated mineral resource consists of 5.4 billion pounds of contained copper and 10.3 million troy ounces of contained gold.
The King-king deposit is a gold rich copper-gold porphyry deposit located in the southeast of the Philippine Island of Mindanao, 35km east of Davao City and 13 km from the coast. The project is listed as one of the top priority projects by the Philippine Mines and Geosciences Bureau. The project has a strip ratio less than one for years 1to 5 and is in an advanced stage with 95,651 meters of drilling composed of 291 core and reverse circulation ("RC") holes, including 6,052 meters of new drilling composed of 14 core holes (and 1 RC) in 2011. King-king has entered the feasibility stage of development (social, environmental and engineering phases).
NATIONAL INSTRUMENT 43-101 COMPLIANCE
Mr. James J. Moore, P.E., St. Augustine Gold and Copper Limited, a qualified person under National Instrument 43-101 ("NI 43-101"), has reviewed and approved the scientific and technical information contained in this news release.
A NI 43-101 compliant technical report entitled "King-king Copper-Gold Project Mindanao, Philippines" dated October 12, 2010, and prepared by Michael G. Hester, FAusiMM of Independent Mining Consultants, Inc., Donald F. Earnest, P.G., of Resource Evaluation, Inc. and John G. Aronson of AATA International, Inc. has been filed by the Company on www.sedar.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements, other than statements of historical fact included herein are forward-looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties related to fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainties relating to the completion of a bankable feasibility study; uncertainty of estimates of capital and operating costs, recovery rates production estimates and estimated economic return; the need for cooperation of the Company's joint venture partner and government agencies in the development of the Company's mineral projects; the need to obtain additional financing to develop the Company's mineral projects; the possibility of delay in development programs or in construction projects and uncertainty of meeting anticipated program milestones for the Company's mineral projects; and other risks and uncertainties disclosed under the heading "Risk Factors" in the Annual Information Form dated March 22, 2013, and filed with Canadian securities regulatory authorities on the SEDAR website at www.sedar.com.
St. Augustine Gold and Copper Ltd.
Manager Investor and Corporate Affairs
416-815-0700 ext. 267
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