February 02, 2007
Endurance Arranges $2 Million Private Placement
|NOT FOR DISSEMINATION IN THE UNITED STATES OR VIA U.S. NEWSWIRE|
Endurance Gold Corporation (TSX.V:EDG) is pleased to announce that it has engaged Pacific International Securities (the "Agent") to offer, on a commercially reasonable basis, a brokered private placement of up to 4,350,000 flow through shares ("FT Shares") at a price of $0.23 per FT Share and up to 2,175,000 non-flow through units ("Units") at a price of $0.23 per Unit. Each Unit will consist of one common share and one share purchase warrant ("Warrant"), entitling the holder to purchase one common share of the Company ("Warrant Share") for a period of up to eighteen months at a price of $0.40. Total gross proceeds to the Company will be up to $1,500,750. In addition, the Company announces a non-brokered private placement of 2,282,600 non-flow through units having the same terms and conditions as the Units sold under the brokered private placement. Gross proceeds to the Company from the non-brokered private placement will be an additional $525,000. The FT Shares, Units, Warrants and Warrant Shares will be subject to a hold period of four months and one day following the closing of the private placements.
The Company has agreed to pay the Agent a commission of 7% of the gross proceeds raised from the brokered private placement payable in cash or Units at the election of the Agent. In addition, the Agent will receive compensation options equal in number to the aggregate number of Units and FT Shares sold, each Compensation Option entitling the Agent to purchase one common share at a price of $0.40 per common share for a period of 18 months.
The private placements are subject to acceptance by the TSX Venture Exchange.
The Company will use the proceeds from the private placements to carry out its exploration activities on the Company's properties in Canada and for general working capital.
ENDURANCE GOLD CORPORATION
Per: "Duncan McIvor"
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT EITHER
Duncan McIvor (604) 682-2707, or Jeffrey Wilson, Corporate Communications (604) 868-0225, or visit our website at www.endurancegold.com.
The TSX Venture Exchange or any other regulatory authority has not reviewed, and does not accept responsibility for, the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States .The securities have not been and will not be registered under the United States Security Act of 1933, as amended (the "U.S. Security Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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