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LGF

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Share Name Share Symbol Market Type
TSXV:LGF TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Laurentian Goldfields Announces C$10 Million Private Placement Financing

24/01/2014 4:31pm

Marketwired Canada


NOT FOR DISTRIBUTION OR TRANSMISSION BY ANY MEANS INTO THE UNITED STATES

Laurentian Goldfields Ltd. ("Laurentian" or the "Company") (TSX VENTURE:LGF) is
pleased to announce a private placement of 40,000,000 units at a price of C$0.25
per unit (a "Unit") for aggregate gross proceeds of C$10 million (the
"Offering"). Each Unit shall be comprised of one common share of Laurentian and
one-half of one common share purchase warrant. Each whole warrant shall entitle
its holder to subscribe for one common share during a period of 30 months
following the date of its issuance, at a price of C$0.50. The net proceeds of
the Offering shall be used to complete the acquisition of the Madsen Gold
Project (the "Madsen Acquisition"), for working capital and general corporate
purposes.


The Offering will be conducted on a best efforts private placement basis, by a
syndicate of agents led by Macquarie Capital Markets Canada Ltd. ("Macquarie")
and including Canaccord Genuity Corp. and Axemen Resource Capital Ltd. (the
"Agents"). The Agents will have the option to sell up to an additional
10,000,000 units for additional gross proceeds of up to C$2.5 million,
exercisable in whole or in part at any time up to 48 hours before the closing
date of the Offering (the "Option"). In connection with the Offering, the
Company will pay the Agents a cash commission equal to 6.0% of the gross
proceeds of the Offering (inclusive of the Option) and grant the Agents broker
warrants totalling 6.0% of the number of units sold pursuant to the Offering
(inclusive of the Option).


The Offering is expected to close on or about February 18, 2014, and is subject
to certain conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture Exchange and
completion of the Madsen Acquisition. All securities of the Company issued in
connection with the Offering will be subject to a hold period in Canada of four
months and one day from the date of issuance.


The Units have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Units in any jurisdiction in
which such offer, solicitation or sale would be unlawful. Any public offering of
securities to be made in the United States must be made by means of a prospectus
containing detailed information about the Company and management, as well as
financial statements.


Madsen Acquisition

On December 19, 2013 Laurentian announced it had entered into a definitive
agreement to purchase a 100% interest in the Madsen Gold Project from Claude
Resources Inc. ("Claude"). The terms of the Madsen Acquisition include both cash
payments and share consideration to Claude consisting of:




--  Cash consideration of C$3.75 million at closing;

--  Cash consideration of C$2.5 million payable 3 months following closing;

--  Cash or share consideration (at Laurentian's option) of C$2.5 million
    payable 6 months following closing; and

--  Share consideration at closing representing 19.9% of Laurentian's shares
    outstanding following completion of the Madsen Acquisition and an
    initial C$7.5 million financing.



Newman-Madsen Acquisition

On January 14, 2014 Laurentian announced it had entered into a letter of intent
to purchase a 100% interest in the Newman-Madsen Gold Property (the
"Newman-Madsen Acquisition") from Sabina Gold & Silver Corp. Consideration
payable by Laurentian consists of shares representing 9.9% of Laurentian's
shares outstanding following completion of both the Madsen Acquisition and the
Newman-Madsen Acquisition. Completion of the Offering is not conditional upon
completion of the Newman-Madsen Acquisition.


Macquarie Capital Markets Canada Ltd. acted as financial advisor to Laurentian
in connection with the Madsen transaction and upon closing will receive a fee of
either C$750,000 in shares of Laurentian priced at C$0.25 per share, or
C$300,000 in cash and C$300,000 in shares of Laurentian priced at C$0.25 per
share. 


Oxygen Capital Corp. ("Oxygen") will also be receiving a success fee of
C$500,000, payable in Units upon closing of the Madsen transaction.


ON BEHALF OF THE BOARD OF DIRECTORS,

Darin Labrenz, P.Geo., President and CEO

This news release does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein in the U.S., or in any jurisdiction
in which such an offer or sale would be unlawful. The securities described
herein have not been and will not be registered under the U.S. Securities Act of
1933, as amended, or any U.S. state securities laws and may not be offered or
sold in the U.S. or to the account or benefit of a U.S. person or a person in
the U.S. absent registration or an applicable exemption from the registration
requirements. 


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release. 


Cautionary Statement on Forward-Looking Information

This news release contains certain forward-looking information and statements.
All statements, other than statements of historical facts, are forward-looking
information and statements. The words "believe", "expect", "anticipate",
"contemplate", "target", "plan", "intends", "continue", "budget", "estimate",
"may", "will" and similar expressions identify forward-looking information and
statements Forward-looking information and statements are necessarily based upon
a number of estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in the
forward-looking information and statements. Such factors include, but are not
limited to, fluctuations in the price of gold and other commodities, changes in
government legislation, taxation, controls, regulations and political or
economic developments in Canada, risks associated with mining or development
activities, the speculative nature of exploration and development, including the
risk of obtaining necessary licenses and permits. Many of these uncertainties
and contingencies can affect the Company's actual performance and could cause
actual performance to differ materially from those expressed or implied in any
forward-looking information and statements made by, or on behalf of, the
Company. Readers are cautioned that forward-looking information and statements
are not guarantees of future performance. There can be no assurance that such
statements will prove to be accurate and actual results and future events could
differ materially from those acknowledged in such statements.


The Company disclaims any intention or obligation to update or revise any
forward-looking information and statements whether as a result of new
information, future events or otherwise, except to the extent required by
applicable laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Laurentian Goldfields Ltd.
Darin Labrenz
President and CEO
(604) 646-8000
(604) 646-8088 (FAX)
InvestLGF@laurentiangoldfields.com
www.laurentiangoldfields.com

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