King's Bay Gold arranges $600,000 private placement

2009-09-14 09:11 ET - News Release

Mr. John Archibald reports

KING'S BAY GOLD ANNOUNCES A $600,000 PRIVATE PLACEMENT

Subject to regulatory approval, King's Bay Gold Corp. has arranged a non-brokered private placement of $600,000 which is anticipated to close on or before Oct. 5, 2009. The units comprising this non-brokered private placement will be offered to subscribers resident in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. This non-brokered private placement will consist of up to 3.75 million Class A units at price of eight cents per Class A unit for gross proceeds of up to $300,000, and up to 3.75 million Class B units at price of eight cents per Class B unit for gross proceeds of up to $300,000, for a total of up to 7.5 million units and for total gross offering proceeds of up to $600,000.

Each Class A unit consists of one flow-through common share and one-half of one non-flow-through common share purchase warrant that can be exercised to purchase one common share upon payment of 12 cents for a period of 24 months following the date of issuance. Each Class B unit consists of one non-flow-through common share and one non-flow-through common share purchase warrant that can be exercised to purchase one common share upon payment of 10 cents for a period of 24 months following the date of issuance. A finder's fee equal to 10 per cent of the subscription proceeds may be paid to registered dealers for services rendered in introducing certain subscribers to the offering. In addition to the finder's fee, the company may issue non-transferable broker warrants, equal up to 10 per cent of the Class A and Class B units subscribed for. Each broker warrant will entitle the holder to receive one common share of the company at an exercise price of 12 cents per share, for a period of 24 months following the date of issuance. The shares issued in connection with this non-brokered private placement will be subject to a minimum hold period of four months plus one day.

King's Bay Gold proposes to use the flow-through proceeds from the subscription for the Class A units of this non-brokered private placement for the continuing exploration and development of its joint-ventured Bobjo mine rare earths/gold project, and its other projects. The non-flow-through proceeds from the subscription for Class B units will be used as working capital for general corporate purposes.

We seek Safe Harbor.