Thu Jun 7, 2012
Sunridge Gold Announces $ 9.25 Million Private Placement with Shanghai Richstone Investment Group

Sunridge Gold Corp.(SGC:TSX.V/SGCNF:OTCQX) is pleased to announce that it has signed a subscription agreement with an affiliated corporation of the Shanghai Richstone Investment Group Ltd. ("Richstone"), to complete an exclusive non-brokered private placement (the "Private Placement"). Subject to regulatory approval the Private Placement will raise $9,250,000 for Sunridge through the issuance of 25,000,000 common shares (the "Shares") and 4,000,000 non-transferable common share purchase warrants (the "Warrants') of the Company to Richstone at a subscription price of $0.37 per Share. Each Warrant will entitle Richstone to purchase one common share of the Company at an exercise price of $0.55 for a term of one year. The Private Placement represents a 19.8% equity interest in the Company assuming full exercise of the Warrants.

The Company expects the Private Placement to close as soon as practicable after receipt of required TSX Venture Exchange approval and may close in more than one tranche. The Company intends to use the proceeds of the Private Placement for completion of the feasibility study on the Asmara Project, Eritrea and other expenditures related to the project as well as general corporate purposes.

Richstone is a private Chinese energy and mining company based in Beijing with oil and mining production in China in addition to interests in oil recovery technology, metal trading, banking and strong ties to an influential Chinese investor base. At present, its total assets exceed US$400 million and it has annual after tax income of over $80 million.

Michael Hopley, President and CEO of Sunridge states, "We are very pleased to be working with an influential and experienced company like Richstone as a financial and strategic alliance partner. We believe this will greatly assist Sunridge in the completion of a full feasibility study on the Asmara Project by early next year and then rapidly advance the large copper, zinc, gold, and silver deposits on the Asmara Project towards production. The positive prefeasibility study on the project announced on May 2, 2012 showed strong economics with a 10% discounted Net Present Value of over $555 million."

The terms of the Private Placement will entitle Richstone to nominate a representative to the Company's board of directors so long as it holds at least 5% of the issued and outstanding common shares of the Company. In addition, Richstone will be granted a right to participate in any equity financing of the Company's common shares, or securities convertible into or exchangeable for common shares in order to maintain its pro rata interest in the Company, so long as Richstone holds not less than 10% of the issued and outstanding common shares.

All securities distributed pursuant to the Private Placement will be subject to a hold period of four months following closing in accordance with applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares or Warrants (the "Securities") in the United States or to, or for the account or benefit of, any U.S. person. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless an exemption from such registration requirements is available. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About Sunridge:

Sunridge is a mineral exploration and development company focused on the acquisition, exploration, discovery and development of base and precious metal deposits on the Asmara Project in Eritrea and exploration properties in Madagascar. Sunridge currently has approximately 117 million shares outstanding and trades on the TSX Venture Exchange under the symbol SGC. For additional information on the Company and its projects please view the slide show on our website at www.sunridgegold.com or call Greg Davis at the numbers listed below.


SUNRIDGE GOLD CORP.

"Michael Hopley"

Michael Hopley, President and Chief Executive Officer

For further information contact:

Greg Davis, VP Business Development

Email: [email protected]
Tel: 604-688-1263 (direct)

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.