GZZ Golden Valley Mines and Royalties Ltd

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AGENCIES


Golden Valley Mines Ltd. ("Golden Valley" or the "Company") (TSX VENTURE:GZZ) is
pleased to announce that it has entered into a letter of engagement with
Industrial Alliance Securities Inc. ("IAS") for a private placement financing
for gross proceeds of up to $1,225,000. 


Golden Valley will issue up to 4,027,777 flow through units (each a "Flow
Through Unit") at a per unit price of $0.18 for gross proceeds of up to
$725,000. Each Flow Through Unit will consist of one common share issued on a
flow-through basis and one-half of one non-transferable share purchase warrant.
Each whole warrant shall entitle the holder to purchase one additional common
share (non-flow through) of Golden Valley at a per share price of $0.20 for a
period of 18 months from closing of the offering. 


Additionally, Golden Valley will issue up to 3,333,333 non-flow through units
(each a "Non-Flow Through Unit) at a per unit price of $0.15 for gross proceeds
of up to $500,000. Each Non-Flow Through Unit will consist of one common share
(non-flow through) and one non-transferable share purchase warrant, each warrant
entitling the purchase of one common share (non-flow through) of Golden Valley
at a per share price of $0.20 for a period of 18 months from closing of the
offering. 


Pursuant to the terms of the letter of engagement, Golden Valley has also
granted to IAS an option, exercisable at the respective issue price, for a
period of 30 days following closing of the offering to solicit and accept
subscriptions for such number of additional Flow-Through Units and Non-Flow
Through Units as is equal to 15% of the aggregate number of units sold under the
offering to cover over-allotments, if any. 


The gross proceeds raised from issuance of the Flow Through Units will be used
by Golden Valley to incur exploration expenditures on its properties, such
expenditures to constitute "Canadian exploration expenses" and "flow through
mining expenditures" as defined in the Income Tax Act (Canada), which will be
renounced to purchasers for the 2012 taxation year under Canadian federal, and
Quebec and Ontario provincial, tax legislation. Net proceeds raised from
issuance of the Non-Flow Through Units will be used by Golden Valley for general
corporate purposes. All securities issued will be subject to a hold period of
four months and one day from the date of closing of the offering in accordance
with applicable securities legislation.  


IAS, with offices in Montreal, Quebec, will act as exclusive lead manager of the
proposed offering, and may appoint a selling group subject to the prior approval
of Golden Valley. In consideration for the services of IAS and its selling
group, IAS will receive: (i) a cash commission equal to 7% of the gross proceeds
raised; (ii) compensation options entitling the purchase of that number of
common shares (non-flow through) of Golden Valley as is equal to 7% of the
number of Flow Through Units and Non-Flow Through Units sold, whereby one
agent's option shall entitle IAS to acquire one common share of Golden Valley at
a per share price of $0.15 for a period of 18 months from closing of the
offering; and (iii) reimbursement, whether or not the offering closes, for
actual and reasonably expenses incurred by IAS in connection with the offering,
including the reasonable fees and disbursements of counsel for IAS, subject to a
maximum of $17,500 (plus applicable taxes). 


About Golden Valley Mines Ltd.: The Company typically tests initial grassroots
targets while owning a 100% interest therein and then seeks partners to continue
exploration funding. This allows the Company to carry on its generative programs
and systematic exploration efforts at other majority-owned grassroots projects.
The Company (together with its various subsidiaries) holds property interests in
projects in Canada (Saskatchewan, Ontario and Quebec). 


Forward Looking Statements: 

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. Although Golden Valley
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 or realities may differ materially from those in
forward looking statements. Forward looking statements are based on the beliefs,
estimates and opinions of Golden Valley's management on the date the statements
are made. Except as required by law, Golden Valley undertakes no obligation to
update these forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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