Pilot Gold announces Newmont Mining to subscribe for units

FOR IMMEDIATE RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES


12-22 


Pilot Gold Inc. (PLG-TSX) (“Pilot Gold” or the “Company”) is pleased to announce that it has received a notice (the “Notice”) of intention from Newmont Mining Corporation (“Newmont”), to subscribe for units of the Company (“Units”) at a price of C$1.65 per Unit on a private placement basis (the “Placement”).  Pursuant to a participation right granted by the Company to Newmont in connection an arrangement agreement among Newmont, Fronteer Gold Inc. and the Company dated February 3, 2011, Newmont or an affiliate has the right (the “Participation Right”) to subscribe for and purchase Units on the same terms as the bought deal financing announced October 12, 2012 (the “Offering”), such that Newmont is able to maintain its current shareholding of 16.15% of the common shares of the Company after giving effect to the Offering.


On October 12, 2012, the Company notified Newmont that the Participation Right would arise in connection with the Offering and on October 17, 2012, Newmont delivered the Notice to the Company.  Units issued to Newmont will consist of one common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant will entitle Newmont to acquire one common share of Pilot Gold at a price of C$2.20 at any time prior to the date which is two years following completion of the Offering and Placement.


Pursuant to the Notice, Newmont has also advised Pilot Gold that if the Company issues any securities pursuant to the over-allotment option granted to the Underwriters in connection with the Offering, that Newmont intends to subscribe for such additional number of securities such that Newmont is able to maintain its then current shareholding of common shares of the Company after giving effect to such over-allotment option.


No fees will be payable to the Underwriters of the Offering for any securities that are issued to Newmont under the Placement. The net proceeds of the Placement will be used to fund exploration and development of Pilot Gold’s mineral projects and for general working capital purposes.


The Placement is scheduled to close on or about November 1, 2012, concurrent with the Offering, and is subject to a number of conditions including, but not limited to, receipt of all necessary approvals including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.  Securities issued to Newmont under the Placement and in connection with the over-allotment option will be subject to a four month hold period from the closing date. 


ABOUT PILOT GOLD
Pilot Gold is a gold exploration company led by a proven technical team that continues to discover and define high-quality projects featuring strong grades, meaningful size and mining-friendly addresses. Our three key assets include the TV Tower and Kinsley gold projects and a 40% interest in the Halilaga copper-gold porphyry project, each of which has the ability to drive the Company forward. For more information, visit www.pilotgold.com or contact:


MattLennox-King, President & CEO
PatrickReid, VP Corporate Affairs
Phone 604-632-4677 or Toll Free 1-877-632-4677
info@pilotgold.com


All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Pilot Gold Inc. ("Pilot Gold") within the meaning of applicable securities laws, including statements that address future mineral production, reserve potential, exploration drilling, the future prices of gold, copper and molybdenum, potential quantity and/or grade of minerals, potential size of a mineralized zone, potential expansion of mineralization, the timing and results of future resource estimates, the timing of a preliminary economic assessment or other study, proposed exploration and development of our exploration properties and the estimation of mineral reserves and resources. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Pilot Gold to differ materially from those anticipated in such forward-looking information.


Such forward-looking information, including, but not limited to, anticipated size, timing and closing of the Offering or the Placement, anticipated use of proceeds of the Offering or the Placement, the ability to fund cash-calls made by our joint venture partners for ongoing expenditures on our joint venture properties; future issuances of common shares as consideration to complete earn-in agreements relating to the TV Tower project, the Kinsley Mountain project and the Griffon property, current and proposed exploration and development, estimated future working capital, uses of funds, future capital expenditures; information with respect to exploration results, the timing and success of exploration activities generally; the costs and timing of the development of new deposits, potential quantity and/or grade of minerals, potential size of mineralized zone, potential expansion of mineralization, potential type of mining operation; the timing, timeline and possible outcome of permitting or license renewal applications; the ability to maintain or convert the underlying licenses in accordance with the requirements of the Turkish Mining Law, government regulation of exploration and mining operations, environmental risks, including satisfaction of Turkish requirements relating to the periodic submissions of Environmental Impact Assessments, title disputes or claims, and limitations on insurance coverage involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Pilot Gold to be materially different from any future results, performance or achievements expressed or implied by such forward looking information.


Such factors include, among others, risks related to the interpretation and actual results of historical production at certain of our exploration properties, reliance on technical information provided by our joint venture partners or other third parties as related to any of our other exploration properties; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration as well as those factors discussed in our Annual Information Form (“AIF”) for the year ended December 31, 2011, dated March 28, 2012, in the section entitled "Risk Factors", under Pilot Gold’s SEDAR profile at www.sedar.com.


Although Pilot Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Pilot Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking information. Further details relating to Pilot Gold are also available in our AIF, available under Pilot Gold’s SEDAR profile at www.sedar.com.