True Gold Mining Raises C$51.9-Million Through Bought Deal Financing and Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 18, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

True Gold Mining Inc. ("True Gold" or the "Company") (TSX VENTURE:TGM) has raised C$51.9 million through the Company's previously announced bought deal offering ("the "Bought Deal Offering"), including the exercise in full of the over-allotment option, and the non-brokered private placement with Liberty Metals & Mining Holdings, LLC ("LMM"). 

Pursuant to the Bought Deal Offering, 105,110,000 units (the "Units") of True Gold were issued at a price of C$0.40 per Unit, for aggregate gross proceeds to the Company of approximately C$42.0 million. True Gold also closed the first tranche of its private placement (the "Non-Brokered Offering") to LMM for aggregate gross proceeds to the Company of approximately C$8.6 million. The Company anticipates closing on the second tranche of the Non-Brokered Offering for aggregate gross proceeds to the Company of approximately C$1.3 million later today, for total gross proceeds of C$51.9 million.

The Company will use the net proceeds for proposed development and construction activities at the Karma Gold Project (the "Karma Project") in Burkina Faso, West Africa, exploration activities at the Company's mineral projects and for working capital purposes.

Each Unit consists of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company at a price of C$0.47 until August 18, 2014. If all of the Warrants are exercised, it will result in additional proceeds to True Gold of approximately C$30.4 million. The Warrants will commence trading on the TSX Venture Exchange at the open on February 18, 2014 under the trading symbol "TGM.WT".

"This financing structure addresses the equity component of True Gold's project finance needs and creates a pathway to production. With C$70 million in cash, and more than six months into the project debt process with our lead arrangers, we are positioned to begin construction of Karma in the second half of 2014. In the meantime, we are advancing barrage construction, finalizing detailed engineering and design, and continuing resource expansion efforts through ongoing drilling," said Mark O'Dea, Executive Chairman, True Gold. 

"Participation and support from our cornerstone investors over the past six months, in particular LMM and Teck Resources Ltd. ("Teck"), have enabled us to rapidly advance Karma through permitting, feasibility and now financing."

LMM holds approximately 19.5% of True Gold common shares, while Teck owns approximately 11.5%.

The Bought Deal Offering was underwritten by a syndicate led by RBC Capital Markets and included Haywood Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Clarus Securities Inc., Scotia Capital Inc., Cormark Securities Inc. and PI Financial Corp. (collectively, the "Underwriters"). In consideration of the services rendered by the Underwriters in connection with the Bought Deal Offering, the Underwriters were paid a cash commission equal to 6.0% of the gross proceeds from the Bought Deal Offering or C$2,522,640.

In order to maintain its pro rata interest in True Gold in accordance with its participation rights under the investment agreement dated July 17, 2013 and pursuant to a subscription agreement dated February 3, 2014 between the Company and LMM, LMM agreed to purchase 24,358,400 Units at a price of C$0.40 per Unit and 410,994 common shares of the Company at a price of C$0.30 per share for aggregate gross proceeds to the Company of approximately C$9.9 million. The securities issued to LMM in the Non-Brokered Offering are subject to a four-month hold period that expires on June 19, 2014.

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 securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

About True Gold 

True Gold Mining Inc. is where gold comes to life. We are committed to growing a successful gold exploration, development and production company, by focusing on projects with low costs, low technical risks and solid economics. The Company's board, management and technical teams have proven track records in gold exploration, development, operations and production worldwide.

Additional information about the Company and its activities may be found on the Company's website at www.truegoldmining.com and under the Company's profile at www.sedar.com.

ON BEHALF OF THE BOARD

Mark O'Dea, Executive Chairman

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 Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, use of proceeds of the offerings, and information with respect to future exploration and development plans concerning the Karma and Liguidi projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "estimates", "intends", "anticipates" or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made at the date that such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including a need to reallocate the use of proceeds of the Offering due to changes in the exploration and development plans for the Karma and Liguidi projects, or for other prudent business reasons, and the risk factors disclosed elsewhere in the Company's public disclosure. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company's financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact:
True Gold Mining Inc.
Vancouver Office:
Tel: 604-801-5020
info@truegoldmining.com

True Gold Mining Inc.
Investor inquiries:
Alex Holmes
Tel: 604-697-4958
aholmes@truegoldmining.com

True Gold Mining Inc.
Media inquiries:
Ian Noble
Tel: 604-809-8750
inoble@truegoldmining.com
www.truegoldmining.com

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