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On December 15, 2008, Snowfield Development Corp. ("Snowfield" or the "Company") announced (NR 08-30) that, in accordance with a TSE Venture Exchange (the "Exchange") Corporate Finance Bulletin dated November 3, 2008, entitled "Temporary Relief Measures", it had negotiated a non-brokered private placement (#46) offering of 12,500,000 units at a price of $0.02 per unit. Each unit was to be comprised of one (1) common share and one (1) non-transferable share purchase warrant ("warrant"). Each warrant would be exercisable for a period of three (3) years from the closing date and would entitle the holder to purchase one (1) additional common share in the capital stock of the Company at a price of $0.03 per share for the life of the warrant (three years). There were to be no hold period on the securities purchased under this offering by non-insiders of the Company.
Snowfield was not aware that the warrant exercise price of $0.03 per share was not in compliance with the final terms of price relief offered by the Exchange in the Temporary Relief Measures Bulletin. Snowfield became apprised of this factor on January 5, 2009 and received final confirmation of the Temporary Relief Measures warrant pricing terms on that date. The Exchange specifies in the Temporary Relief Measures Bulletin that listed issuers may apply to the Exchange to issue warrants under Private Placements at a minimum price of $0.05 for the first 12 months of the warrants' term provided that 75% of the Private Placement is subscribed for by Persons who are at arm's length to the listed issuer and that at the end of the first 12 months of the warrants' term, the exercise price for any unconverted warrants increases to a minimum of $0.10 for the remainder of the warrant term.
Snowfield is hereby amending its News Release of December 15, 2008 and the terms of the private placement announced therein. Snowfield will be applying to the Exchange under the terms of the Temporary Relief Measures Bulletin to undertake the private placement (#46) offering of up to 12,500,000 units at a price of $0.02 per unit. Each unit will be comprised of one (1) common share and one (1) non-transferable share purchase warrant ("warrant"). Each warrant will be exercisable for a period of five (5) years from the closing date and will entitle the holder to purchase one (1) additional common share in the capital stock of the Company at a price of $0.05 per share during the first year and at a price of $0.10 per share for the remaining four (4) year life of the warrant. There will be no hold period on the securities purchased under this offering by non-insiders of the Company.
The proceeds of the private placement, if fully subscribed, from the sale of units of $250,000 will be applied to programs of exploration on the Company's Ticho Project located near the Drybones Bay area, Great Slave Lake, Northwest Territories, approximately 50km south of Yellowknife, N.W.T. and to working capital for administrative expenses, accounts payable and operational expenses. Funds received by the Company from the exercise of warrants will be added to general working capital. The private placement will be closed when the final documentation is accepted for filing by the Exchange.
ON BEHALF OF THE BOARD
"Robert T. Paterson"
President
SNOWFIELD DEVELOPMENT CORP.
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