Ms. Kristi Harvie reports
ST. AUGUSTINE GOLD AND COPPER LIMITED PROVIDES ADDITIONAL INFORMATION ON PRIVATE PLACEMENT
St. Augustine Gold and Copper Ltd. has provided additional information on its previously announced (May 15, 2013) private placement with Queensberry Mining and Development Corp. The placement is for 55 million shares at a subscription price of 20 U.S. cents per share, a premium to the market at the time the subscription agreement was entered into, for a total investment of $11-million (U.S.). 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 per cent) of the company. With the addition of 55 million shares (12.71 per cent), Queensberry will hold a total of 87,718,500 shares (17.98 per cent) 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 per cent)). This is revised from the previous amount of 60 million shares announced via press release Oct. 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 per cent of the current issued and outstanding shares within a six-month period of the past issuance of securities to such insider, Toronto Stock Exchange Rule 607(g)(ii) requires disinterested shareholder approval. Two disinterested shareholders, representing more than 50 per cent 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 five business days from the issuance of this press release