WINNIPEG, MANITOBA--(Marketwire - Feb. 13, 2013) -

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San Gold Corporation (TSX:SGR)(OTCQX:SGRCF) (the "Company") today entered into an agreement with a syndicate of underwriters co-led by Scotiabank and CIBC under which they have agreed to act as underwriters to purchase, on a bought deal basis, 50,000 convertible unsecured subordinated debentures (the "Debentures") of the Company at a price of C$1,000 per Debenture, for total gross proceeds of C$50 million (the "Offering").

The Underwriters have been granted an option (the "Option") to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days following the closing of the Offering, which is scheduled to occur on or about March 6, 2013 (the "Closing Date").

The Debentures will mature on March 31, 2018 (the "Maturity Date"), unless earlier redeemed, and will bear interest, accruing, calculated and payable semi-annually in arrears on March 31 and September 30 of each year, at a rate of 8.00% per year. The Debentures will be convertible at the holder's option into common shares ("Common Shares") of the Company at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of C$0.50 per Common Share (the "Conversion Price"), subject to adjustment in certain circumstances.

The net proceeds of the offering will be used to fund continued development of the Company's mineral properties and for general working capital purposes.

The Debentures will be direct unsecured obligations of the Company ranking subordinate to all liabilities except liabilities, which by their terms rank in right of payment equally with or subordinate to the Debentures. The Debentures will rank pari passu with all subordinate indebtedness issued by the Company from time to time, to the extent subordinated on the same terms.

The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals. The Offering is subject to the approval of the TSX.

These securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.