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Published on 2/15/2008 in the Prospect News PIPE Daily.

New Issue: Firstgold to sell $14 million of convertibles, units in placements

By Devika Patel

Knoxville, Tenn., Feb. 15 - Firstgold Corp. said it has arranged two private placements for up to $14 million. The company will sell between $5 million and $8 million of secured convertible debentures. It also said it will conduct a private placement of units with D&D Securities Co. for $6 million.

The debentures will be issued in two tranches of $5 million and $3 million and are convertible into common shares at $0.80 per share. They carry an 11% coupon.

The second tranche of the debentures is subject to the company delivering an engineering report on the Relief Canyon project.

Investors also will receive five-year warrants. If the full $8 million in notes are issued, Firstgold will issue the following warrants. Otherwise, the warrants will be reduced on a pro rata basis to reflect the lower amount funded.

Warrant A is exercisable for $900,000 in common stock at $1.00 per share. Warrant B is exercisable for $2.4 million in common stock at $1.25 per share. Warrant C is exercisable for $2.4 million in common stock at $1.50 per share.

The units will be sold at $0.65 apiece. Each unit consists of one common share and one half-share warrant, with each whole warrant exercisable at $0.80 for 18 months.

Settlement of the first tranche is expected on Feb. 22.

Proceeds will be used to finance activities at Firstgold's Relief Canyon Mine project, for exploration activities at its leased properties and for general corporate purposes.

Firstgold is a mining company based in Cameron Park, Calif.

Issuer:Firstgold Corp.
Issue:Secured convertible debentures, units of one share and one half-share warrant
Pricing date:Feb. 15
Stock symbol:OTCBB: FGOC
Stock price:$0.66 at close Feb. 15
Convertible debentures
Amount:$5 million (minimum), $8 million (maximum)
Coupon:11%
Price:Par
Conversion price:$0.80
Warrants:For $5.7 million in common stock
Warrant expiration:Five years
Warrant strike price:$1.00 (for $900,000 in shares), $1.25 (for $2.4 million in shares), $1.50 (for $2.4 million in shares)
Units
Amount:$6 million
Price:$0.65
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:$0.80
Agent:D&D Securities Co.

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