Darnley Bay Resources Limited

Darnley Bay Resources Limited

February 28, 2013 17:13 ET

Darnley Bay Closes Private Placement, Settles Debt and Adopts Fixed Stock Option Plan

TORONTO, ONTARIO--(Marketwire - Feb. 28, 2013) - Darnley Bay Resources Limited (TSX VENTURE:DBL) (the "Company" or "Darnley Bay") is pleased to announce that it closed its previously announced non-brokered private placement. The Company issued 14,800,000 units at a price of $0.05 per unit, for aggregate gross proceeds of $740,000. Each unit consists of one common share in the capital of the Company (a "Common Share") plus one warrant. Each warrant will entitle the holder thereof to purchase one Common Share for a period of three years from the date of issuance of the warrants at an exercise price of $0.10 per Common Share. The securities issued pursuant to the private placement are subject to a four-month hold period. The private placement remains subject to final acceptance by the TSX Venture Exchange (the "TSXV").

Insiders of the Company subscribed for 6,399,900 units in the Offering on the same terms as other participants and the shareholdings of these individuals will increase as a result of their participation. Since insiders purchased more than 25% of the private placement, the Company has conditionally closed these subscriptions, subject to final approval of the TSXV.

The funds from the private placement will be used to make the final payment (with interest) to the Inuvialuit Regional Corporation under the mineral concession agreement signed December 22, 2009, as well as property access fees, and for general working capital. Once the payment has been made the Company must incur $242,000 in exploration expenditures in 2013 on the property and a further $1,000,000 per year thereafter until a total of $13,000,000 has been spent. A total of $6,758,000 has been spent under the 2009 agreement.

Darnley Bay further announces that it intends on settling an aggregate of up to $100,000 of indebtedness through the issuance of Common Shares at a price of $0.05 per Common Share.

The Company's rolling stock option plan was not approved by a majority of shareholders represented at the Annual General and Special Meeting of shareholders of the Company held on January 14, 2013. The board of directors of the Company approved a resolution modifying the rolling stock option plan of the Company to a fixed stock option plan. The number of Common Shares reserved for issuance under the fixed stock option plan is 10,676,465. The TSXV approved the Company's fixed stock option plan on February 20, 2013. Darnley Bay has granted 2,950,000 options to purchase Common Shares under the fixed stock option plan, at a price of $0.05 per Common Share, to directors, officers and consultants of the Company, expiring on February 26, 2018.

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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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