TORONTO, ONTARIO--(Marketwire - March 8, 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 entered into an agreement with Foundation Markets Inc. ("Foundation" or the "Agent"), under which Foundation has agreed to act as the agent for the private placement of up to 2,500,000 flow-through units ("Units") of PC Gold at a price of $0.40 per Unit for aggregate gross proceeds to the Company of up to $1,000,000. Each Unit will consist of one flow-through common share of the Company (a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be 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 will be 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 the date which is four months and one day from closing, and the Company has provided Warrant holders with 30 days prior written notice of the accelerated Warrant exercise date.
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 Pickle Crow gold mine property in NW Ontario.
The closing of the offering is expected to occur on or about March 19th, 2012, and is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the approval of the TSX, and other customary conditions. The Agent will receive a cash commission equal to 8% of the aggregate gross proceeds from the financing, and compensation options equal to 8% of the Units sold in the offering exercisable at a price of $0.40 for one non flow-through common share of the Company and one half of one Warrant at any time until 24 months from closing. The securities issued under the placement will be subject to a four month hold period from the date of closing.
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.
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.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release. 
