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Published on 1/6/2010 in the Prospect News PIPE Daily.

New Issue: ValGold plans C$1.02 million private placement of subscription receipts

By Devika Patel

Knoxville, Tenn., Jan. 6 - ValGold Resources Ltd. said it will raise C$1.02 million in a private placement of subscription receipts. The company also hopes to consolidate its shares on the basis of one new consolidated common share for five existing shares.

The company will sell 6 million receipts at C$0.17 apiece.

If the proposed share consolidation is approved by shareholders, each receipt will convert into one unit of one consolidated common share and one warrant, which is exercisable at C$0.25 for five years.

If the shareholders do not approve the share consolidation, the receipts will convert into a 10% unsecured promissory note with a principal equal to the amount invested. The notes will be putable after 15 months.

If the subscription receipts are exchanged for notes, investors will also receive a bonus equal to 20% of the notes' principal, which will be paid in non-consolidated common shares.

Settlement is expected Jan. 21.

Vancouver, B.C.-based ValGold is a mining development company focused on exploring high-value targets in a portfolio of properties in the Guiana Shield of South America.

Issuer:ValGold Resources Ltd.
Issue:Subscription receipts exchangeable for units of one consolidated common share and one warrant or 10% unsecured promissory notes
Amount:C$1.02 million
Receipts:6 million
Price:C$0.17
Warrants:One per unit upon conversion
Warrant expiration:Five years
Warrant strike price:C$0.25
Put option:After 15 months
Pricing date:Jan. 6
Settlement date:Jan. 21
Stock symbol:TSX Venture: VAL
Stock price:C$0.04 at close Jan. 6
Market capitalization:C$4.39 million

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