Placing and Notice of General Meeting

London 4 March 2009 - Cluff Gold plc (AIM: CLF; TSX: CFG) announces that, further to the announcement made on 23 February 2009, and subject to certain conditions and approvals including as set out below, the Company has placed 20,285,000 new ordinary shares (the "Placing Shares"), at a price of 40p per share to raise gross proceeds of ?8,114,000 (approximately US $11,397,736) (the "Placing"). The Placing has been conducted by BMO Capital Markets, Thomas Weisel Partners International Limited and Smith's Corporate Advisory Limited as placing agents to the Company. The estimated expenses of the Placing are ?486,840.

After completion, the funds will be used to progress an accelerated drilling programme, which will test the down-dip and along strike extensions of the Company's flagship gold exploration project, Baomahun, located in Sierra Leone; to increase production at the Company's Kalsaka mine in Burkina Faso by further investment in the on-site plant and equipment and through additional ore reserve definition drilling; and for general working capital purposes.

The Placing is conditional on, inter alia, the satisfaction of certain conditions including the approval of certain resolutions by the shareholders of the Company at a general meeting ("GM") of the Company to be held on 27 March 2009. 

Accordingly, the Company has dispatched a circular convening a GM to be held at the offices of Maclay Murray & Spens LLP, 12th floor, One London Wall, London, EC2Y 5AB on 27 March 2009 at 10.00 a.m. (GMT).

At the GM, resolutions will be proposed to disapply pre-emption rights and to give the directors authority to allot the Placing Shares for cash.

Subject to the resolutions being passed at the GM, application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. The Placing Shares are expected to be admitted to AIM and to commence trading at 8.00 a.m. (GMT) on 31 March 2009.  The Company has applied to the Toronto Stock Exchange ("TSX") for acceptance of the Placing and for the Placing Shares to be listed on the TSX. Provided the TSX grants approval for the listing of the Placing Shares, the Placing Shares are expected to be listed on the TSX at 9.30 a.m. on 31 March 2009. However, in accordance with the form of subscription letter used in connection with the Placing, each placee has agreed not to trade any Placing Shares through the facilities of the TSX for a period of four months and one day following the closing of the Placing.

A copy of the GM circular is available from www.sedar.com or the Company's website: www.cluffgold.com 

A further update will be provided in due course as to the result of the GM. The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended, (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any U.S. state.  

For further information, please contact:

Cluff Gold plc 

J.G. Cluff     

Chairman

Tel: +44 (0) 20 7340 9790

Nominated Adviser

WH Ireland Limited

David Youngman / Katy Mitchell

Tel: +44 161 832 2174

Notes to Editors

About Cluff Gold

Cluff Gold is focused on the identification, acquisition and development of gold deposits in West Africa that are amenable to open-pit mining and low cost production techniques. The Company has assembled a portfolio of mineral interests at various stages of development in C?te d'Ivoire, Burkina Faso, Sierra Leone, Mali and Ghana. Cluff Gold progressed from being an explorer to a producer in Q1, 2008 and is expected to produce 100,000 ounces of gold on an annualised basis from 2009 from its Angovia Gold Mine in Cote d'Ivoire and from its Kalsaka Gold Mine in Burkina Faso.

This News Release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, the positioning of the Company for future success, statements regarding potential future production at Angovia and Kalsaka, exploration and drilling results at Baomahun, and future capital plans and objectives of Cluff Gold, are forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Cluff Gold's expectations include, among others, risks related to international operations, the actual results of current exploration and drilling activities, changes in project parameters as plans continue to be refined as well as future price of gold. Although Cluff Gold has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended..

There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  Cluff Gold does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.

NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS PRESS RELEASE.

This information is provided by RNS

The company news service from the London Stock Exchange

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