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SOUTH AMERICAN GOLD AND COPPER COMPANY LIMITED Registered Office New York Representative Office FOR IMMEDIATE RELEASE – November 21, 2006 South American Gold and Copper Company Limited Announces a Private Placement, Loan Restructuring, Warrant Extension with Price Reduction, and a Financial Advisory Agreement. Toronto, Ontario, Canada – South American Gold and Copper Company Limited (the "Company") (TSX: SAG) is pleased to announce, as part of its restructuring plans, its funding initiatives intended to enable the Company to restart operations at its Pimenton mine. The initiatives include completion of a Cdn $100,000 private placement, restructuring of a US $700,000 loan, extension and re-pricing of warrants, and the engagement of a financial advisor to assist the Company in raising up to $14,000,000. The Company also anticipates settlement of its insurance claim which is in arbitration and a final decision is expected in December 2006. PM Holdings Ltd. will make an initial equity investment in the Company of Cdn $100,000 at Cdn $0.05 per share to receive 2,000,000 shares with no warrants attached. Conditional approval for this private placement has been received from the Toronto Stock Exchange (“TSX”). Two directors of the Company, David R.S. Thomson and Mario Hernandez, have agreed to convert a short term credit facility of US $700,000 into a two year unsecured loan. Funds to the amount of US$ 550,000 were advanced to the Company earlier this year and the remaining US $150,000 will be drawn down shortly. The Company has agreed to grant warrants to the lenders to purchase 16,000,000 shares at Cdn $0.05 per share for two years, subject to approval by the TSX. Warrants to purchase 43,585,588 common shares (the “Warrants”) have been extended from December 10, 2006 to January 19, 2007. The exercise price of the Warrants has been reduced from Cdn $0.105 to Cdn $0.04. The Warrants were issued pursuant to the Company’s private placement completed on December 10, 2003. The TSX has approved the amendments subject to receipt by the TSX of standard documentation. IBK Capital Corp. will assist the Company with respect to the exercise of the Warrants. If all the warrants are exercised, the gross proceeds would be in excess of Cdn $1,740,000. The Company has engaged PM Holdings Ltd. to assist with the previously announced US $14 million financing. The Company will pay PM Holdings Ltd., Cdn $30,000 per month payable in stock at Cdn $0.05 per share or 600,000 shares per month for a period of four months renewable by the Company every two months thereafter for a period of up to eight months thereafter. The maximum issuance of securities resulting from the financial advisory agreements with PM Holdings Ltd. is 7,200,000 common shares. The TSX has accepted notice of the potential issuance. South American Gold and Copper Company Limited
is a minerals producing, exploration and development company
with properties and activities currently focused in Chile. -30- |