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Published on 4/21/2009 in the Prospect News Private Placement Daily.

New Issue: St. Andrew Goldfields raises $16.2 million in senior secured gold notes financing

By Devika Patel

Knoxville, Tenn., April 21 - St. Andrew Goldfields Ltd. said it settled a $16.2 million placement of senior secured gold notes.

The non-interest bearing notes are secured by the company's Holloway and Holt mines and a general security interest on the company's personal property.

The notes are repayable through the delivery of 32,400 ounces of gold from future production at the Timmins Mining Camp, which is payable in quarterly installments over a three-year period. The first installment is due on Dec. 31.

Under the terms of the notes, St Andrew will deliver 1,296 ounces of gold to investors on Dec. 31, a total of 9,720 ounces of gold in each of 2010 and 2011 and a total of 11,664 ounces of gold in 2012, with the final payment due on Dec. 31, 2012.

The note agreement also stipulates that if, on any of the repayment dates, the spot price of gold is less than $750 per ounce, St. Andrew will pay the investors a cash payment equal to the difference between $750 and the spot price of gold per ounce on the delivery date.

Proceeds will be used to put the Holloway mine into production, advance exploration and mine development of the Hislop Project and for general corporate purposes.

St. Andrew is a gold mining and exploration company based in Oakville, Ont.

Issuer:St. Andrew Goldfields Ltd.
Issue:Senior secured gold notes
Amount:$16.2 million
Maturity:Dec. 31, 2012
Coupon:0%
Price:Par
Yield:0% (investors will receive gold)
Warrants:No
Settlement date:April 21
Stock symbol:Toronto: SAS
Stock price:C$0.26 at close April 21

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