IN THE MATTER OF NATIONAL POLICY 43-201 MUTUAL RELIANCE REVIEW SYSTEM FOR PROSPECTUSES AND ANNUAL INFORMATION FORMS AND IN THE MATTER OF
Shield Gold Inc.
DECISION DOCUMENT
This preliminary mutual reliance review system decision document evidences that preliminary receipts of the regulators in each of British Columbia, Alberta and Ontario have been issued for a Preliminary CPC Prospectus of the above Issuer dated March 2nd, 2007.
DATED at Toronto this 5th day of March, 2007.
Margo Paul
Director, Corporate Finance
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Preliminary Prospectus -->
Shield Gold Inc. (the Corporation ) hereby offers through its agent, Global Securities Corporation. (the Agent ), a
minimum of 2,500,000 and a maximum of 3,500,000 common shares in the capital of the Corporation (the Common Shares )
for sale to the public at a price of $0.20 per Common Share for minimum aggregate gross proceeds of $500,000 ($700,000
maximum). The purpose of this offering (the Offering ) is to provide the Corporation with a minimum of funds with which to
identify and evaluate businesses or assets with a view to completing a Qualifying Transaction, as hereinafter defined.
Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non Arm s Length Qualifying
Transaction, as hereinafter defined, must also receive Majority of the Minority Approval, as hereinafter defined, in accordance
with Policy 2.4 of the Exchange (the CPC Policy ). The Corporation is a Capital Pool Company ( CPC ). It has not
commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, until the Completion of the Qualifying Transaction, the Corporation will not carry on any
business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying
Transaction. See Business of the Corporation and Use of Proceeds .
This Offering is made on a commercially reasonable efforts basis by the Agent and is subject to a minimum subscription of
2,500,000 Common Shares (the Minimum Offering ) and a maximum of 3,500,000 Common Shares (the Maximum Offering ) for gross proceeds to the Corporation of a minimum of $500,000 and a maximum of $700,000 subject to approval of certain legal matters by Blaney McMurtry LLP of Toronto, Ontario on behalf of the Corporation and by Gowling Lafleur Henderson LLP of Vancouver, British Columbia on behalf of the Agent. The offering price of the Common Shares was determined by negotiation between the Corporation and the Agent. All funds received from subscriptions for Common Shares will be held by the Agent pursuant to the terms of the Agency Agreement, as hereinafter defined. If a minimum of 2,500,000 Common Shares are not fully subscribed for within 90 days of the issuance of a receipt for the final prospectus or such other time as may be consented to by the Agent and the Persons, as hereinafter defined, who subscribed within that period, all subscription monies will be returned to subscribers without interest or deduction, unless the subscribers have otherwise
instructed the Agent.
A minimum of 2,500,000 (3,500,000 maximum) Common Shares are being offered under this prospectus at a price of $0.20 per Common Share. In addition, the Corporation will grant an option to the Agent to purchase up to a minimum of 250,000 (350,000 maximum) Common Shares at a price of $0.20 per share which will be exercisable for a period of 24 months from the date of listing of the Common Shares on the Exchange, which option is
qualified for distribution under this prospectus. The corporation also intends to grant options to purchase an aggregate of 525,000 (minimum) (625,000 maximum) Common
Shares to directors and officers under a directors , officers , employees and key consultants stock option plan, all of which options are qualified for distribution under this
prospectus. See Plan of Distribution and Options to Purchase Securities,
Directors and Officers: John Siriunas Director, Chairman
Howard Sinclair-Jones Director President, and Chief Executive Officer
Paul R. Ankcorn Director, Chief Financial Officer
Paul K. Ferguson Director, Secretary
John R. Hinton Director
Larry Harrison Director
Larry Levy Director
Annamaria Menozzi Director
Pierre J. Fillion Director
See Directors, Officers and Promoters .
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