Xtra-Gold Resources Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Exhibit 99.1
 |
| NEWS RELEASE |
FOR IMMEDIATE RELEASE
|
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
OR
THROUGH U.S. NEWSWIRE SERVICES
Xtra-Gold Announces Proposed $2,500,000 Non-Brokered
Private Placement
Toronto, Ontario – December 3, 2012 - Xtra-Gold Resources
Corp. (“Xtra-Gold” or the “Company”) (TSX: “XTG”; OTCBB: “XTGR”) announces a
proposed non-brokered private placement financing of up to $2,500,000 through
the sale of up to 2,941,176 Units at $0.85 per Unit, subject to regulatory
approval and closing. Each Unit consists of one common share and one-half of one
common share purchase warrant. Each whole common share purchase warrant entitles
the holder to acquire one common share for $1.00 for a period of 24 months from
the closing. All securities issued in conjunction with the offering will be
subject to a hold period, which expires four months after closing.
Proceeds of the financing will be used to accelerate
exploration on Zone 5, the Company’s newly discovered high-grade shear zone at
its Kibi Project in Ghana, West Africa which was announced in a news release
dated November 12, 2012, to fund exploration on the Company’s other mining areas
in Ghana and for working capital.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of, the securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities described herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any U.S. state securities laws and may not be offered or sold in the
United States or to U.S. persons except in compliance with the registration
requirements of the U.S. Securities Act and applicable U.S. state securities
laws or pursuant to an exemption therefrom.
About Xtra-Gold Resources Corp.
Xtra-Gold is a gold exploration company with a land position in
the Kibi greenstone belt (“Kibi Gold Belt”) located in Ghana, West Africa. The
Kibi Gold Belt, which exhibits many similar geological features to Ghana’s main
gold belt, the Ashanti Belt has been the subject of very limited modern
exploration activity targeting lode gold deposits as virtually all past gold
mining activity and exploration efforts focused on the extensive alluvial gold
occurrences in many river valleys throughout the Kibi area.
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Xtra-Gold holds five (5) Mining Leases totaling approximately
226 sq km (22,600 ha) at the northern extremity of the Kibi Gold Belt. The
Company’s exploration efforts to date have focussed on the Kibi Project located
on the Apapam Concession (33.65 sq km), along the eastern flank of the Kibi Gold
Belt. Xtra-Gold’s Kibi Project consists of an over 5.5 km long mineralized trend
delineated from gold-in-soil anomalies, geophysical interpretations, trenching
and drilling along the northwest margin of the Apapam Concession.
Forward-Looking Statements
The TSX does not accept responsibility for the adequacy or
accuracy of this release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained
herein. This news release includes certain “forward-looking statements”. These
statements are based on information currently available to the Company and the
Company provides no assurance that actual results will meet management's
expectations. Forward-looking statements include estimates and statements that
describe the Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or
“plan”. Since forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results relating to, among other things, results of
exploration, project development, reclamation and capital costs of the Company's
mineral properties, and the Company’s financial condition and prospects, could
differ materially from those currently anticipated in such statements for many
reasons such as: changes in general economic conditions and conditions in the
financial markets; changes in demand and prices for minerals; litigation,
legislative, environmental and other judicial, regulatory, political and
competitive developments; technological and operational difficulties encountered
in connection with the activities of the Company; and other matters discussed in
this news release. This list is not exhaustive of the factors that may affect
any of the Company's forward-looking statements. These and other factors should
be considered carefully and readers should not place undue reliance on the
Company’s forward-looking statements. The Company does not undertake to update
any forward-looking statement that may be made from time to time by the Company
or on its behalf, except in accordance with applicable securities laws.
Contact Information
For further information please contact:
| Paul Zyla |
| Chief Executive Officer |
| 416-366-4227 |
| E-mail: pzyla@xtragold.com |
| Website: www.xtragold.com |