Darnley Bay Announces Shares for Debt Settlements

TORONTO, ONTARIO--(Marketwired - April 5, 2013) - Darnley Bay Resources Limited (TSX VENTURE:DBL) (the "Company" or "Darnley Bay") is pleased to announce that it has entered into shares for debt agreements to settle indebtedness in the aggregate amount of $81,894.81 through the issuance of in the aggregate 1,637,896 common shares in the capital of the Company (the "Common Shares") at a deemed price of $0.05 per Common Share, with certain arm's length and non-arm's length parties.

A total of 203,795 Common Shares to settle indebtedness in the aggregate amount of $10,189.77 were issued to arm's length parties, and a total of 1,434,101 Common Shares to settle indebtedness in the aggregate amount of $71,705.04, were issued to non-arm's length parties,. The issuance of the Common Shares will not result in a change of control of the Company. The Common Shares will be subject to a four-month hold period from the date of issuance.

The participation in the debt settlements by certain "related parties" of the Company constitutes a "related party transaction" as such terms are defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on the exemptions from the formal valuation and minority approval requirements of MI 61-101 pursuant to which a formal valuation and minority approval are not required in the event that at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization. The participation by each of the related parties in the debt settlements was approved by certain directors of the Company who are independent of such related parties. A material change report will be filed less than 21 days before the closing of the transaction as the Company wished to complete the transaction in a timely manner.

Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that Darnley Bay expects are forward-looking statements. Although Darnley Bay believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in forward-looking statements. These include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Darnley Bay, investors should review registered filings at www.sedar.com.