To: Famularo who wrote (548 ) 1/28/2003 7:24:50 PM From: Rocket Red Respond to of 16206 Pure Gold Minerals Inc (C-PUG) - News Release Pure Gold quits last financing; sets $742,000 offering Pure Gold Minerals Inc PUG Shares issued 73,941,502 Jan 28 2003 close $ 0.11 Tuesday January 28 2003 News Release Mr. Donald Sheldon reports RIGHTS OFFERING FLOW-THROUGH/NON-FLOW-THROUGH UNITS Pure Gold Minerals has offered its shareholders who are resident in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, transferable rights to purchase flow-through units or non-flow-through units, or a combination thereof, in the company. The company has set the rights price at below market as the company is allowed to do for its own shareholders. The use of a rights offering allows shareholders to participate in the continuing financing of the company without dilution. The support of the company's shareholders is appreciated by the management and directors of the company and, through past rights offerings, shareholders have allowed the company to maintain its interest in diamond exploration in Alberta, Nunavut and the Otish Mountains. Each shareholder of record on Feb. 3, 2003, will receive one right for every common share held. Eight rights plus eight cents will entitle the shareholder to purchase one flow-through unit or one non-flow-through unit. Each flow-through unit consists of one common share of the company and one-half of one Series H warrant. Each non-flow-through unit consists of one common share of the company and one Series H warrant. Each whole Series H warrant entitles the holder to purchase one additional common share of the company at 10 cents per share until March 14, 2004. The rights offering will expire on March 13, 2003. The rights will be posted for trading on the Toronto Stock Exchange on the record date. The Series H warrants have been conditionally approved for listing on the TSX commencing on the rights expiry date, subject to certain conditions including minimum distribution requirements. The company's common shares will commence trading on the TSX on an ex-rights basis on Jan. 30, 2003. In the event that all of the offered rights are exercised, Pure Gold will receive total proceeds of approximately $742,000 which will be used to finance the company's exploration programs in Alberta, Nunavut and Quebec, pay for the expenses of the rights offering and for working capital. A detailed rights offering circular and rights certificate will be mailed to all eligible shareholders on Feb. 6, 2003. Computershare Trust Company of Canada will make every effort to sell the rights which would have been issued to ineligible shareholders on their behalf. Pursuant to their entitlement as shareholders under the basic subscription right and the additional subscription privilege, two directors/officers of the company have agreed to participate to subscribe for a total of 1,875,000 non-flow-through units. The company will pay any member of the Investment Dealers Association of Canada and Canadian stock exchanges, a soliciting dealer fee of 7-per-cent of the subscription price (0.56 cent per unit) for each flow-through unit and non-flow-through unit for which a subscription is procured. The company will not be proceeding with its private placement reported in Stockwatch on Sept. 23, 2002. (c) Copyright 2003 Canjex Publishing Ltd. stockwatch.com old url (better for printing)