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Published on 3/8/2013 in the Prospect News PIPE Daily.

Foxpoint: Telegraph Gold conducts C$5.49 million private placement

Telegraph shares will be exchanged for Foxpoint shares upon merger

By Angela McDaniels

Tacoma, Wash., March 8 - Telegraph Gold Inc. raised C$5.49 million through a private placement of units, according to a company news release from Foxpoint Capital Corp.

The company sold 7,320,069 units for C$0.75 each.

Each unit consists of one common share of Telegraph Gold and one half-share warrant. Each warrant is exercisable for one Telegraph Gold share for 18 months at C$1.00.

The placement was done in two tranches: 2.84 million units were issued on Oct. 31 for C$2.13 million and 4,480,069 units were issued on Nov. 28 for C$3.36 million.

Foxpoint plans to acquire Telegraph Gold. Once it does so, Foxpoint will change its name to Telegraph Gold Corp. and plans to become a tier 1 mining issuer.

Upon completion of the acquisition, shareholders will receive one Foxpoint share in exchange for each Telegraph Gold share, including the shares issued in the private placement. Warrants for Telegraph Gold shares will be exchanged for warrants for Foxpoint shares.

Foxpoint's stock last traded on Aug. 25. The price was C$0.35. The warrant strike price is a 185.7% premium to that price.

Foxpoint is a capital pool company in Toronto.

Issuer:Telegraph Gold Inc.
Issue:Units of one common share and one half-share warrant
Amount:C$5,490,052
Units:7,320,069
Price:C$0.75
Warrants:Half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$1.00
Settlement dates:Oct. 31 for C$2.13 million; Nov. 28 for C$3,360,052
Foxpoint stock symbol:TSX Venture: FXC.H
Foxpoint stock price:C$0.35 on Aug. 25
Foxpoint market cap:C$2.2 million

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