San Gold closes Tisdale interest sale to SGX Resources

San Gold Corp (C:SGR)
Shares Issued 323,641,841
Last Close 4/17/2012 $1.38
Wednesday April 18 2012 - News Release

Also SGX Resources Inc (C:SXR) News Release

Mr. George Pirie of San Gold reports

SAN GOLD CORPORATION AND SGX RESOURCES INC. ANNOUNCE CLOSING OF SALE OF CLAIMS BY SAN GOLD CORPORATION TO SGX RESOURCES INC.

San Gold Corp. and SGX Resources Inc. have completed their previously announced sale by San Gold to SGX of all of the interests of San Gold in its mineral properties in Tisdale township in the Timmins, Ont., mining camp. The consideration paid by SGX to San Gold was 8,060,000 common shares of SGX ("SGX Shares") at a deemed price of $0.50 per SGX Share. These shares represent approximately 7.26% of the current issued and outstanding SGX Shares. The Transaction was completed pursuant to a purchase agreement between San Gold and SGX dated as of the date hereof.

The Tisdale Township properties consist of a 31.5% ownership in 12 mineral claims known as the "Davidson-Tisdale Property" and a 100% interest in 13 mineral claims known as the "North Tisdale Property" as well as certain surface rights (collectively, the "Properties"). The remaining 68.5% of the Davidson-Tisdale Property is owned by Lexam VG Gold Inc. Laurion Mineral Exploration Inc. retains a 2% net smelter returns royalty on the North Tisdale Property, which is now an obligation of SGX.

The Transaction is a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). San Gold and SGX are each relying on an exemption from the minority approval and formal valuation requirements of MI 61-101 due to the fact that the value of the Properties does not represent greater than 25% of the market capitalization of either San Gold or SGX.

The Transaction was undertaken by San Gold due to the fact that it wishes to concentrate its exploration and development focus on its properties in Manitoba rather than the Timmins, Ontario area. San Gold is not currently planning on acquiring any additional securities of SGX.

Following closing of the Transaction, the number of SGX Shares owned by San Gold has increased from 28,636,256 to 36,696,256. The percentage of SGX Shares owned by San Gold will increase from approximately 27.82% to 33.06%. The SGX Shares were issued pursuant to section 2.13 of National Instrument 45-106 Prospectus and Registration Exemptions which provides for an exemption from the prospectus requirement of applicable securities laws for the issuance of securities pursuant to the acquisition of a mining property or an interest in a mining property.

The Transaction remains subject to the final approval of the TSX Venture Exchange.

An early warning report in respect of the above-noted transaction will be filed on SEDAR and will be available at www.sedar.com.

We seek Safe Harbor.

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