Consolidated Goldfields Announces Approval of the Formation of a Trust to Facilitate Cash Distributions to Shareholders

Consolidated Goldfields Corp. (“Consolidated” or the “Company”) (OTCQX: CDGF) would like to announce that its board of directors has approved the creation of a trust (the “Trust”) for the purpose of holding three million of the common shares (the “Teras Shares”) of Teras Resources Inc. (“Teras”) currently held by the Company. The sole purpose of the Trust will be to liquidate the Teras Shares and distribute the cash proceeds of the liquidation from time to time to record holders of common stock of Consolidated as of the close of business on December 16, 2013 (the “Record Holders”). No holders of Consolidated common stock other than the Record Holders will be entitled to any distributions from the Trust. The Trust will have no objective to continue or engage in the conduct of a trade or business.

It is expected that the liquidation of the Teras Shares will begin upon the earlier of:

• eighteen months after the effective date of the Trust;
• Teras common shares achieving trading price targets to be set forth in the trust agreement;


• certain circumstances relating to the change in control of Teras to be set forth in the trust agreement; or


• certain circumstances relating to the change in ownership of certain Teras assets, including the Teras interest in the Cahuilla property, to be set forth in the trust agreement.

Thereafter, the trust agreement will authorize the trustee to sell a portion of the Teras Shares held in the Trust on a monthly basis according to the terms of the trust agreement and to distribute the cash proceeds of those sales from time to time to the Record Holders on a pro rata basis. It is anticipated that the term of the trust will be for no longer than three years, subject to extensions at the discretion of the trustee if the trustee determines that an extension is reasonably necessary to wind up the affairs of the Trust.

Consolidated’s President and CEO, Marc J. Andrews, commented, “We are happy to announce the initial steps of this arrangement to facilitate cash distributions to our shareholders. We believe that our shareholders have been loyal and patient as we implement our business plans and that the creation of this Trust gives us the chance to provide additional value to them while we continue to execute our business plan. We continue to move forward with our evaluation of various projects and other ways to leverage our assets to take Consolidated to the next level. We believe that we are in a great situation as a result of our strong balance sheet to be opportunistic in this current market down cycle to increase our shareholder value.”

The Company expects to create the Trust and finalize the grant of the Teras Shares to the Trust by the end of 2013. The Company has not yet chosen a trustee, determined trustee compensation or finalized the terms of the trust agreement. The Company is continuing to evaluate the terms of the Trust and the various issues involved in the creation and maintenance of the Trust, which may include, among other things, issues relating to the tax, securities and other regulatory aspects of the arrangement. The creation of the Trust and the grant of the Teras Shares to the Trust continue to be subject to the further discretion of the Company’s board of directors, and there can be no assurance that the Trust will be created or that distributions will be made to the Company’s shareholders.

Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties.

These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements.

Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable or similar language, or by discussion of strategy or intentions.

Such forward-looking statements include, without limitation, statements regarding expectations regarding the establishment of the trust and the consummation of grants to the trust; gold and silver recovery; delays in processing gold and silver; anticipated sales, costs and project economics; the results and timing of metallurgical test work, prefeasibility and feasibility studies; the realization, scope, size and capital requirements of expansion and construction activities and the timing thereof; reserve estimates; future business strategy, plans and goals and other statements that are not historical facts.

Forward-looking statements address activities, events or developments that the Company expects or anticipates will or may occur in the future, and are based on current expectations and assumptions.

Although management believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, risks that the Company’s exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold and silver; risks relating to the value of the assets owned by the Company; the risks related to the Company’s ability to sell or dispose of its assets on favorable terms, if at all; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; uncertainties relating to obtaining approvals and permits from governmental regulatory authorities; and availability and timing of capital for financing the Company’s exploration and development activities, including the uncertainty of being able to raise capital in financing transactions or through asset sales on favorable terms or at all.

The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

A copy of the Company's report for the year ending December 31, 2012 can be found on the OTCQX website at www.otcqx.com.



Contact

Consolidated Goldfields Corp.
Marc J. Andrews, President/CEO
775-461-2545
mandrews@consolidatedgold.com
www.consolidatedgold.com