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Published on 1/28/2005 in the Prospect News PIPE Daily.

New Issue: Goldbelt Resources to raise C$6.5 million in private placement

By Sheri Kasprzak

Atlanta, Jan. 28 - Goldbelt Resources Ltd. said it plans to raise up to C$6.5 million in a private placement.

The company will sell 13 million subscription receipts at C$0.50 each.

The subscription receipts are convertible into common units upon the completion of Goldbelt's acquisition of the Burkina Faso assets of Resolute Mining Ltd. The units are comprised of one share and one half-share warrant.

The whole warrants allow for an additional share at C$0.65 each for 18 months.

Goldbelt may force the exercise of the warrants within 30 days if its stock trades at more than C$0.95 for more than 21 trading days.

Placement agents Dundee Securities Corp. and Haywood Securities Inc. have an over-allotment option on the deal for an additional 3 million subscription receipts.

Based in Toronto, Goldbelt is a gold mining and exploration company. It plans to use the proceeds from the offering for the acquisition and exploration of the Burkina Faso property and for general working capital.

Issuer:Goldbelt Resources Ltd.
Issue:Subscription receipts for units of one share and one half-share warrant
Amount:C$6.5 million (maximum)
Units:13 million subscription receipts (maximum)
Price:C$0.50
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$0.65
Greenshoe:3 million subscription receipts
Placement agents:Dundee Securities Corp. and Haywood Securities Inc.
Pricing date:Jan. 27
Stock price:C$0.415 at close Jan. 27

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