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Published on 2/6/2012 in the Prospect News PIPE Daily.

SG Spirit Gold plans C$12.5 million placement of subscription receipts

Best-efforts deal raises funds for exploration, pre-feasibility study

By Devika Patel

Knoxville, Tenn., Feb. 6 - SG Spirit Gold Inc. said it has arranged a C$12.5 million private placement of subscription receipts.

The company will sell subscription receipts at C$0.75 apiece and up to C$7 million of flow-through receipts at C$0.85 apiece. The purchase prices are 200% and 240% premium to C$0.25, the Feb. 3 closing share price.

Each subscription receipt will be automatically converted into one unit of a common share and one half-share warrant. The warrants will be exercisable at C$1.25 for two years. The strike price is a 400% premium to the Feb. 3 closing price.

Each flow-through receipt will be automatically converted into one flow-through common share.

The offering is being conducted on a best-efforts basis by a syndicate of agents co-led by NCP Northland Capital Partners Inc. and Desjardins Securities Inc.

Settlement is expected April 15.

Proceeds will be used for the pre-feasibility study and exploration on the Buchans Property, Tulks North Property and Bobby's Pond base metals deposit and for general corporate purposes.

Based in Calgary, Alta., SG Spirit is a gold and base metal explorer. The company intends to change its name to Regiment Zinc Corp. to reflect its base metal focus.

Issuer:SG Spirit Gold Inc.
Issue:Subscription receipts convertible into units of a common share and one half-share warrant, flow-through subscription receipts convertible into one flow-through common share
Amount:C$12.5 million
Agents:NCP Northland Capital Partners Inc. and Desjardins Securities Inc. (co-leads)
Pricing date:Feb. 6
Settlement date:April 15
Stock symbol:TSX Venture: SG
Stock price:C$0.25 at close Feb. 6
Market capitalization:C$5.94 million
Receipts
Price:C$0.75
Warrants:One half-share warrant per unit upon conversion
Warrant expiration:Two years
Warrant strike price:C$1.25
Flow-through receipts
Amount:C$7 million (maximum)
Price:C$0.85
Warrants:No

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