TORONTO, ONTARIO--(Marketwire - March 19, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PC Gold Inc. (News - Market indicators)(FRANKFURT:AJ2) ("PC Gold" or the "Company") is pleased to announce that it has closed its previously announced private placement through the issuance of 2,500,000 flow-through units ("Units") at a price of $0.40 per Unit for aggregate gross proceeds to the Company of $1,000,000. Each Unit consists of one flow-through common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one non flow-through common share of the Company at an exercise price of $0.60 for a period of 24 months from closing. The term of the Warrants is subject to an acceleration right at the option of the Company, in the event that the common shares of the Company trade at or above $1.00 for a full 30 consecutive trading days following July 20, 2012, and the Company has provided Warrant holders with 30 days prior written notice of the accelerated Warrant exercise date.
Foundation Markets Inc. ("Foundation" or the "Agent") acted as the agent for the private placement. In connection with the financing, the Company paid and issued to the Agent or its sub-agents a cash commission in the amount of $80,000 and compensation options exercisable to acquire 200,000 units of the Company at a price of $0.40 at any time until 24 months from closing, each unit consisting of one non flow-through common share of the Company and one-half of one Warrant.
The proceeds of the financing will be used to incur eligible Canadian Exploration Expenses, as defined under the Income Tax Act (Canada), that will be renounced in favour of the purchasers with an effective date of no later than December 31, 2012. The funds will be used for exploration on the Company's 100% owned Pickle Crow gold mine property in NW Ontario.
The TSX has previously conditionally approved the private placement and the Company expects to receive final acceptance from the TSX upon satisfaction of customary post-closing filing requirements. All securities distributed pursuant to the private placement will be subject to a four-month plus one day hold period expiring on July 20, 2012 in accordance with applicable securities laws.
About PC Gold
PC Gold Inc. is a Canadian gold exploration company currently focused on its 100% owned former producing Pickle Crow gold mine located in NW Ontario. In 2011 PC Gold announced an NI 43-101 compliant inferred mineral resource estimate of 1.26 M oz gold (10,150,000 tonnes averaging 3.9 g/t gold). In addition to the current follow-up drilling program to target the new near-surface, high-grade intercepts recently reported, the Company is planning an underground exploration program with the objective of converting the inferred resource to indicated and adding further ounces across all resource categories.
The Company's 2012 surface drill program continues to delineate the No. 22 (444.38 g/t over 1.50 meters, see January 11th, 2012 news release) and other high-grade, shallow veins within the Shaft 3 area of the core mine trend. The first hole of the 2012 program returned 137.19 g/t gold over 1.00 metre (see March 5th, 2012 news release); further results are expected shortly.
About Foundation
Foundation is a Toronto-based boutique investment bank and corporate finance advisory firm licensed as an Exempt Market Dealer. The firm is focused on working with small and medium-sized companies with rapid growth potential, specializing in assisting pre-public clients in accelerating access to private capital and executing going-public transactions. Foundation also works with public companies on financing, mergers and acquisitions transactions, and strategic advisory services.
Facebook: www.pcgold.ca/facebook/
Twitter: www.twitter.com/pcgoldinc/
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release. 
