Standard Tolling closing approved

White Rock, British Columbia (FSCwire) - Standard Tolling Corp. (TSX-V: TON, Frankfurt: GA0, “Standard Tolling” or the “Company”) reports it has received acceptance from the TSX Venture Exchange (the “TSX-V”) to close a private placement for $2,677,500 and to close the acquisition of the 150 ton per day CIL gold processing plant (the “Plant”) located in the department of La Libertad, near the city of Huamachuco in Northern Peru.

“The closing of the acquisition and the announcement of our oversubscribed financing marks the beginning of Standard Tolling as a custom toll processor in Peru.  We would like to thank the many parties who helped us achieve this, namely our financiers, legal team and our operating personnel.  Also, we need to thank the efforts of all those at all of the Peruvian authorities, who assisted us in the last few months.  They have been truly supportive and Standard Tolling looks forward to working closely with them in the future,” stated Len Clough, President and CEO.

"This is not only a great achievement for TON, but also for the whole mining formalization process in Perú.  It will allow many operations in the Huamachuco area that are currently working without meeting the required standards to now become formal and have a first class plant in close proximity in which to process their production," stated Luis Rodriguez Martiategui Canny, Peruvian counsel and a director. 

The non-brokered private placement is expected to close on December 30, 2014 and the Company will issue a total of 26,775,000 common shares and 26,775,000 common share purchase warrants (the “Warrants”) for proceeds of $2,677,500.  Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.15 for a period of five years from closing of the private placement.  The Warrants are subject to an acceleration clause. In the event that the volume weighted average trading price of the common shares of the Company trades at or above $0.30 per share for 15 consecutive trading days in the period commencing four months after the closing date, the Company will have the right to accelerate the expiry date of the Warrants to the date which is 30 days after notice is given to the holders of the Warrants of the accelerated expiry date (the “Acceleration Clause”).  All securities issued in connection with the private placement will be subject to a hold period in Canada expiring four months after closing.

The Company will pay aggregate finders’ fees to persons who introduced the Company to private placement investors consisting of $212,070 cash, the issue of 481,440 common shares and the issue of 2,111,695 Warrants.  The Warrants are on the same terms as the Warrants issued in the private placement with the exception that they are non-transferable whereas the Warrants issued in the private placement are transferable. All securities issued to the private placement finders will be subject to a hold period in Canada expiring four months after closing.

The acquisition of the Plant is expected to close on December 30, 2014 and the Company will issue the vendor 2,500,000 common shares at a deemed value of $250,000 and an unsecured, non-interest bearing promissory note for $250,000 payable within two years from closing.  On closing the Company assumed third-party debts aggregating US$1,325,000, bearing interest at the rate of 12% a year and payable by December 31, 2015.  The holders of the third-party debts will be issued an aggregate of 150,000 share purchase warrants entitling the holder to purchase one common share of the Company at a price of $0.12 for a period of three years from closing the acquisition and subject to the Acceleration Clause. All securities issued in connection with the acquisition will be subject to a hold period in Canada expiring four months after closing.

The Company will pay a finder’s fee to the person who introduced the Company to the vendor of the Plant consisting of $100,000 cash and the issue of 303,750 common shares. All securities issued in connection with the finder of the acquisition will be subject to a hold period in Canada expiring four months after closing.

About Standard Tolling Corp.

Through its wholly owned subsidiary, Standard Tolling owns and operates the 150 TPD custom tolling facility in Huamachuco which services the legal small mining communities of northern Peru.  Under the progressive new formalization mandate, the Peruvian government has enacted legislation to curtail illegal mining by requiring all toll processing operations to purchase only compliant ores.  This has created significant opportunity for well run, well funded operators to gain market share as older poorly capitalized players with poor technology are phased out.

ON BEHALF OF THE BOARD

“Len Clough”

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Mr. Len Clough, Chairman, President, CEO and Director

For further information please contact:

Tel: 866-222-5820 ext 101 for John Martin

Email: info@standardtolling.com

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 certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur and include, without limitation, statements regarding the Company’s plans with respect to statements about the Company’s ability to fund and execute the proven ore processing business model outlined in this news release.  Although Standard Tolling believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements.  Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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