Golden Band Resources Inc.
TSX VENTURE : GBN

Golden Band Resources Inc.

May 25, 2006 15:40 ET

Golden Band Resources Closes CDN$2,749,950 Million Financing

SASKATOON, SASKATCHEWAN--(CCNMatthews - May 25, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Golden Band Resources Inc. ("Golden Band" or the "Company") (TSX VENTURE:GBN) is pleased to announce that it has closed its previously announced financing raising gross proceeds of CDN$2,749,950.

The Company engaged Canaccord Adams (the "Agent") to offer on a commercially reasonable efforts basis 5,000,000 Units at a price of $0.45 per unit for gross proceeds of CDN$2,250,000 (the "Brokered Private Placement"). In addition, the Company raised CDN$499,950 by offering 1,111,000 Units through a non-brokered private placement (the "Non-Brokered Private Placement").

Each Unit is comprised of one common share and one common share purchase warrant of the Company, each common share purchase warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of CDN$0.65 for a period of twenty-four months from the closing date of the Private Placement.

Commencing on the date that is four months and one day after the closing date, if the closing price of the Company's common shares on the TSX Venture Exchange, or any other stock exchange on which the Company's common shares are then listed, is at a price equal to or greater than CDN$0.90 for a period of 15 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date notice is provided by the Company to the warrant holders.

The securities issued pursuant to this financing are subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The net proceeds will be used for exploration and pre-development expenditures of the Company's La Ronge Gold Belt properties in Saskatchewan, Canada, and for general working capital.

The Agent was paid a cash commission equal to 6.0% of the gross proceeds raised in the Brokered Private Placement. In addition, the Agent received compensation options exercisable for common shares equal in number to 7.0% of the total number of shares sold by the Agent. The Agent's options are exercisable at a price of $0.53 per share for a period of 12 months following the closing date. The Company also paid the Agent an administrative fee of CDN$5,000 and a corporate finance fee of 25,000 units of the Company; with each unit being comprised of one common share and one common share purchase warrant of the Company, each common share purchase warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of CDN$0.65 for a period of twenty-four months from the closing date of the Private Placement.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

On behalf of the Board of Directors of Golden Band Resources Inc.,

Ronald K. Netolitzky, President

Forward-Looking Statements: Some of the statements in this news release contain forward-looking information which involves inherent risk and uncertainty that may affect the business of Golden Band Resources Inc. Actual results may differ materially from those currently anticipated in such statements.


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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