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GCU

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Share Name Share Symbol Market Type
TSXV:GCU TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Gold Canyon Announces $13.0 Million Bought Deal Financing

11/06/2012 12:58pm

Marketwired Canada


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 entered into an agreement with a syndicate of
underwriters led by CIBC and Fraser Mackenzie Limited (the "Underwriters")
pursuant to which the Underwriters have agreed to purchase a combination of
common shares of Gold Canyon ("Common Shares") at $1.30 per Common Share and
flow-through shares of Gold Canyon ("FT Shares") at a price of $1.47 per FT
Share on a bought deal basis, for aggregate gross proceeds in the amount of
approximately $13.0 million (the "Offering") on the basis that the aggregate
value of the FT Shares will not exceed $8.0 million.  In addition, the
underwriters will also have an over-allotment option exercisable at any time
until 30 days following the closing of the offering to increase the size of this
offering by up to an additional $2.0 million in either Common Share or FT
shares. 


The Offering is scheduled to close on or about July 3, 2012 and is subject to
certain customary conditions including, but not limited to, the receipt of all
necessary regulatory approvals including the approval of the TSX Venture
Exchange and the securities regulatory authorities. The Common Shares and FT
Shares will be offered by way of a short-form prospectus to be filed in such
provinces of Canada (except Quebec), where the Common Shares and FT Shares are
sold, pursuant to National Instrument 44-101 - Short Form Prospectus
Distributions and in the United States on a private placement basis pursuant to
an exemption from the registration requirements of the United States Securities
Act of 1933, as amended. 


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 eligible Ontario mining expenditures under the Taxation
Act, 2007 (Ontario), related to the exploration of the Company's Canadian
exploration projects. The Corporation will renounce such Canadian Exploration
Expenses with an effective date of no later than December 31, 2012 for federal
tax purposes. 


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 REE Joint Exploration Agreement with the Japan Oil,
Gas and Metals National Corporation (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.


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