GoldTrain Resources Inc.

December 30, 2009 18:26 ET

GoldTrain Announces $330,000 Non-Brokered Private Placement of Flow-Through Units

TORONTO, ONTARIO--(Marketwire - Dec. 30, 2009) - GoldTrain Resources Inc. (CNSX:GT) ("GoldTrain") is pleased to announce a proposed non-brokered private placement of approximately 3,300,000 "flow-through" (within the meaning of the Income Tax Act (Canada) (the ("ITA")) units at a price of $0.10 per unit (each a "Unit"), for approximate gross proceeds of $330,000 (the "Offering"). Each Unit is comprised of one flow-through share (each a "Flow-Through Share") and one flow-through share purchase warrant (each a "Warrant"), each Warrant entitling the holder to purchase one non-flow-through common share for $0.12 at any time within 6 months after the issuance of the Units, for $0.15 between 6 months and 12 months after the issuance of the Units or, alternatively, for $0.20 at any time thereafter until the expiry date, which is 2 years after the issuance of the Units.

The gross proceeds to GoldTrain from the sale of the Units will be used for exploration work on GoldTrain's properties in Canada, such that an amount equal to the gross proceeds of the Offering will be used to incur (and GoldTrain will renounce in favour of the purchasers of the Units) expenses that will qualify as one or more kinds of expenses described in the definition of "Canadian exploration expense" in subsection 66.1(6) of the ITA) (other than expenses which constitute "Canadian exploration and development overhead expenses" or "specific expenses for seismic data" for the purposes of the ITA).

GoldTrain may pay finder's fees of up to 8% of the proceeds of the Offering in cash or in common shares of GoldTrain and up to 10% in finder's warrants (each finder's warrant entitling the holder to purchase one unit comprised of one non-flow-through common share and one Warrant at any time within 2 years after issuance) to investment dealers or other persons permitted to receive same under applicable securities laws.

The Offering is subject to the receipt of all regulatory or other approvals that may be necessary in order to complete the transactions contemplated herein.

All of the securities issued pursuant to this Offering will be subject to a four (4) month hold period.

For further information please contact Brian Wright, President, GoldTrain Resources Inc., by phone at (705) 967-0216, by e-mail at or by mail to Suite 1801-180 Dundas Street West, Toronto, Ontario M5G 1Z8.

This press release shall not constitute an offer to sell or solicitation of an offer to buy securities in any jurisdiction. The Flow-Through Shares and the Warrants comprising the Units, or any shares issuable upon the exercise of the Warrants and finder's warrants, will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements.

This news release contains or refers to forward-looking information. All information other than statements of historical fact that address activities, events or developments that GoldTrain believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the expected proceeds that GoldTrain may realize from the Offering and the use of same. These forward-looking statements are subject to a variety of risks and uncertainties beyond GoldTrain's ability to control or predict that may cause actual events or results to differ materially from those discussed in such forward-looking statements, including the risk that the Offering may not close and the proceeds contemplated thereby may not be made available to GoldTrain. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, GoldTrain disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although GoldTrain believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be placed on these forward-looking statements due to the inherent uncertainty therein.

The Canadian National Stock Exchange (CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

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