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Press release from Marketwire

San Gold Announces Closing of $50 Million Offering of Convertible Debentures

Wednesday, March 06, 2013

San Gold Announces Closing of $50 Million Offering of Convertible Debentures09:12 EST Wednesday, March 06, 2013WINNIPEG, MANITOBA--(Marketwire - March 6, 2013) -THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES. San Gold Corporation (TSX:SGR)(OTCQX:SGRCF) (the "Company") today announced that it has closed its previously announced bought deal offering (the "Offering") of 8.00% convertible unsecured subordinated debentures due March 31, 2018 (the "Debentures") of the Company with a syndicate of underwriters (collectively, the "Underwriters") co-led by Scotiabank and CIBC, and including BMO Capital Markets, TD Securities Inc., Dundee Securities Ltd., National Bank Financial Inc. and Mackie Research Capital Corporation. At the closing of the Offering, the Company issued $50,000,000 aggregate principal amount of Debentures.The Debentures will trade on the Toronto Stock Exchange under the symbol "SGR.DB".The Debentures mature on March 31, 2018 (the "Maturity Date"), unless earlier redeemed, and bear interest, accruing, calculated and payable semi-annually in arrears on March 31 and September 30 of each year, at a rate of 8.00% per year. The Debentures are convertible at the holder's option into common shares ("Common Shares") of the Company at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of C$0.50 per Common Share, subject to adjustment in certain circumstances.The Debentures are direct unsecured obligations of the Company ranking subordinate to all liabilities except liabilities, which by their terms rank in right of payment equally with or subordinate to the Debentures. The Debentures will rank pari passu with all subordinate indebtedness issued by the Company from time to time, to the extent subordinated on the same terms.The net proceeds of the offering will be used to fund continued development of the Company's mineral properties, in particular the Rice Lake Complex, and for general working capital purposes.The Underwriters have been granted an over-allotment option to purchase up to an additional $7,500,000 aggregate principal amount of Debentures, exercisable in whole or in part at any time up to 30 days from the date hereof. This over-allotment option has not been exercised as at the time of this press release.These securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.About San GoldSan Gold is an established Canadian gold producer, explorer, and developer that owns and operates the Hinge, 007, and Rice Lake mines near Bissett, Manitoba, approximately 235 kilometres northeast of Winnipeg, Manitoba, Canada. The Rice Lake Project has a permitted, modern gold mill currently processing ore at a capacity of 2,500 tons per day, modern surface infrastructure including a licensed tailings management facility, and is connected to the Manitoba power grid system. The Company employs more than 400 people and is committed to the highest standards of safety and environmental stewardship. San Gold is on the Toronto Stock Exchange under the symbol "SGR" and on the OTCQX under the symbol "SGRCF".For further information on the Company, please visit www.sangold.ca.Cautionary Note This news release includes certain "forward-looking statements". All statements, other than statements of historical fact included in this release, including, without limitation, statements regarding forecast gold production, gold grades, recoveries, cash operating costs, potential mineralization, mineral resources, mineral reserves, exploration results, and future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. These forward-looking statements include, but are not limited to, statements with respect to mining and processing of mined ore, achieving projected recovery rates, anticipated production rates and mine life, operating efficiencies, costs and expenditures, changes in mineral resources and conversion of mineral resources to proven and probable mineral reserves, and other information that is based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management.Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements.There can be no assurance that forward-looking 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, among others, the actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of precious metals, as well as those factors discussed in the section entitled "Other MD&A Requirements and Additional Disclosure and Risk Factors" in the Company's most recent quarterly Management's Analysis and Discussion ("MD&A"). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.FOR FURTHER INFORMATION PLEASE CONTACT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Contact Information: San Gold CorporationDale Ginn, P.GeoQualified Person and Executive Vice ChairmanToll Free: 1 (855) 585-4653info1@sangold.caSan Gold CorporationGeorge PiriePresident and CEOToll Free: 1 (855) 585-4653info1@sangold.caSan Gold CorporationManish GrigoDirector Investor RelationsToll Free: 1 (855) 585-4653info1@sangold.cawww.sangold.ca