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PMI Gold Corporation: US$20 Million Private Placement Announced


THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES


February 19, 2009, Vancouver BC - PMI Gold Corporation (TSX.V:PMV), the Company is pleased to announce that it has entered into an Engagement Agreement with Jesup & Lamont Securities Corporation of New York (the “Agent”) to raise US$20 million in Senior Convertible Promissory Notes (the “Notes”). The Notes will be offered on a private placement basis to accredited investors and qualified institutional buyers. Closing is expected on or before March 17, 2009. The engagement is on a non exclusive, best efforts basis.

The principal and accrued interest will be due on the third anniversary of the closing (the “Closing Date”) of the offering. Annual interest of 12%, will be payable quarterly with payments starting the first anniversary after the closing date.

A unique feature of the placement is that the principal and interest are convertible into gold bullion at 110% of the one week average closing price of an ounce of gold on the New York Mercantile Exchange at the time of closing. The investors may elect to convert the then due interest of the Note into gold bullion at anytime, but if before the third anniversary of the Closing Date, as to only up to an aggregate of ½ of the amount of gold actually produced at the Kubi Gold mine to the date of conversion and any remaining balance then due at the 3 year anniversary date. The investors will also receive a total of 10 million warrants exercisable at US$0.50 for two years to purchase a Common Share of the Company.

The Company will pay the Agent a fee equal to 8% of the gross aggregate proceeds of the Notes, payable on the Closing Date. In addition, the Company will issue to the Agent on the Closing Date Agent’s Warrants entitling the Agent to purchase 3.2 million warrants exercisable at US$0.50 for two years to purchase a Common Share of the Company. In the event that the closing is expedited and occurs on or before March 3, 2009, the Agents fee will increase to 10% and the number of Agent’s Warrants will increase to 4 million.

Proceeds of the financing are to be utilized to pay out in full the financing facility entered into with Trafalgar Capital Specialized Investment Fund, FIS (“Trafalgar”) in July 2008 for $3.5 million including accrued interest, to fund the pre-production development costs to bring our Kubi Gold project into production, and for general working capital purposes.

The closing of this Transaction is subject to the approval of Trafalgar Capital Specialized Investment Fund FIS, the TSX Venture Exchange, and the customary closing conditions precedent.

Further information will be released when and as available.

On behalf of the Board,
"Douglas R. MacQuarrie"
President & CEO


For further information please contact:

Douglas MacQuarrie, President & CEO
Telephone: 1 (604) 682-8089
Toll-Free: 1 (888) 682-8089
Facsimile: 1 (604) 682-8094

or for European Investors:
Florian Riedl-Riedenstein
Tel: 43-2774-28814, e-mail: frram@aon.at
or John Mullen
Tel: 41-79-694-8671, e-mail: John Mullen@bluewin.ch

Or visit the PMI Gold Corporation website at www.pmigoldcorp.com

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release contains forward-looking statements which involve known and unknown risks, delays and uncertainties not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or expectations implied by these forward-looking statements. We Seek Safe Harbour.





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