GCU

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN 


Gold Canyon Resources Inc. (TSX VENTURE:GCU) ("Gold Canyon" or "the Company") is
pleased to announce that it has closed its previously announced bought deal
private placement through a syndicate of underwriters led by CIBC World Markets
Inc. and Frazer Mackenzie Limited, and including Cormark Securities Inc., GMP
Securities LP, and Dahlman Rose & Company (collectively, the "Underwriters") of
1,300,000 common shares of Gold Canyon ("Common Shares") at $2.35 per Common
Share and 2,500,000 flow-through shares of Gold Canyon ("FT Shares") at a price
of $2.80 per FT Share (the "Offering"). The Underwriters have also exercised and
fully allocated the option to purchase up to an additional $5 million of either
Common Shares or FT Shares. Gold Canyon has today issued 1,797,000 Common Shares
at $2.35 per Common Share and 3,851,700 FT Shares at a price of $2.80 per FT
Share for aggregate gross proceeds in the amount of approximately $15 million.
The Common Shares and the FT Shares were offered in all provinces and
territories of Canada, except Quebec, on a private placement basis. 


The proceeds from the sale of the Common Shares will be used for further
exploration and development of the Company's Springpole Gold Project in Ontario
and for general corporate purposes. 


The proceeds from the sale of the FT Shares will be used to incur Canadian
Exploration Expenses (within the meaning of the Income Tax Act (Canada), which
will qualify as "flow-through mining expenditures" for purposes of the Income
Tax Act (Canada) and as "Ontario focused flow-through shares" for the purposes
of the Taxation Act, 2007 (Ontario), related to the exploration of the Company's
Canadian exploration projects. The Company will renounce such Canadian
Exploration Expenses with an effective date of no later than December 31, 2011
for federal tax purposes. 


The Underwriters received a cash fee equal to 5.25% of the gross proceeds from
the Offering and broker warrants equal to 4.75% of the aggregate number of
securities sold pursuant to the Offering. Each broker warrant entitles the
Underwriters to acquire one common share of the Company at a price of $2.49 per
common share for a period of 18 months following the closing date. 


All securities issued pursuant to the financing will be subject to a four month
and one day hold period expiring on March 4, 2012. 


The Company now has approximately 107,176,312 common shares outstanding. Certain
holders of 10% or more of the Company's issued common shares participated in the
Offering constituting a related party transaction pursuant to Multilateral
Instrument 61-101 ("MI 61-101") and TSX Venture Exchange Policy 5.9 - Insider
Bids, Issuer Bids, Going Private Transactions and Related Party Transactions.
Sprott Asset Management L.P., on behalf of various funds under management has
acquired 401,800 Common Shares and 607,000 FT Shares, representing a pro forma
shareholding of approximately 12.64% of the Company's common shares outstanding.
Pinetree Resource Partnership and Sheldon Inwentash, an insider of Pinetree
Resource Partnership, acquired 426,000 FT Shares 178,500 FT Shares, representing
a pro forma shareholding of approximately 12.61% and 2.77%, respectively, of the
Company's common shares outstanding. However, the Offering is exempt from the
requirement to obtain an independent valuation with respect to the related party
transactions pursuant to Section 5.5(b) of MI 61-101 as no securities of the
Company are listed or quoted for trading on the Toronto Stock Exchange, the New
York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any
other stock exchange outside of Canada and the United States and the requirement
to obtain minority shareholder approval pursuant to Section 5.7(1)(a) of MI
61-101 as neither the fair market value of the subject matter of the private
placement nor the consideration for the private placement, insofar as it
involves the related parties, exceeds 25% of the Gold Canyon's market
capitalization.


The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States unless registered under the Act or unless an exemption from registration
is available. 


About Gold Canyon Resources Inc.: 

Gold Canyon is engaged in the acquisition and exploration of mineral and
precious metals properties. The Company controls a 100% interest in the
Springpole Gold - Horseshoe Island Gold, Platinum, Palladium Project and
Favourable Lake Poly-metallic property currently under option to Guyana Frontier
Mining Corp. pursuant to an option and joint venture agreement entered into in
December 2005 - all in the Red Lake Mining District of Ontario, Canada.  


Through its wholly owned U.S. subsidiary, Gold Canyon Resources USA Inc., the
Company controls a 100% interest in the Cordero Gallium Project situated in
Humboldt County, Nevada, U.S.A. 


Gold Canyon entered into a Joint Exploration Agreement with the Japan Oil, Gas
and Metals National Company (JOGMEC) in January 2009. 


Additional information can be found on the Company's website: www.goldcanyon.ca.

Akiko Levinson, President & Director

Certain statements contained in this news release using the terms "may",
"expects to", "projects", "estimates", "plans", and other terms denoting future
possibilities, are forward-looking statements in respect to various issues
including upcoming events based upon current expectations which involve risks
and uncertainties that could cause actual outcomes and results to differ
materially. The future conduct of the Company's business and the feasibility of
its mineral exploration properties are dependent upon a number of factors and
there can be no assurance that the Company will be able to conduct its
operations as contemplate and the accuracy of these statements cannot be
guaranteed as they are subject to a variety of risks that are beyond our ability
to predict or control and which may cause actual results to differ materially
from the projections or estimates contained herein. The risks include, but are
not limited to, the risks described in the above press release; those risks set
out in the company's disclosure documents and its annual, quarterly and current
reports; the fact that exploration activities seldom result in the discovery of
a commercially viable mineral resource and are also significant amounts of
capital to undertake and the other risks associated with start-up mineral
exploration operations with insufficient liquidity, and no historical
profitability. The Company disclaims any obligation to revise any forward
looking statements as a result of information received after the fact or
regarding future events.


This news release includes certain "forward looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
Without limitation, statements regarding potential mineralization and resources
and reserves, exploration results, and future plans and objectives of the
Company are forward looking statements that involve various degrees of risk. The
following are important factors that could cause the Company's actual results to
differ materially from those expressed or implied by such forward looking
statements: changes in the world wide price of mineral commodities, general
market conditions, risks inherent in mineral exploration, risks associated with
development, construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital.

Grafico Azioni Gold Canyon Resources Inc. (TSXV:GCU)
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Da Mag 2024 a Giu 2024

Grafico Azioni Gold Canyon Resources Inc. (TSXV:GCU)
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Da Giu 2023 a Giu 2024