Darnley Bay Resources Limited
TSX VENTURE : DBL

Darnley Bay Resources Limited

February 09, 2012 12:25 ET

Darnley Bay Resources Announces Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 9, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES

Darnley Bay Resources (TSX VENTURE:DBL) announced today that it is undertaking a non-brokered private placement of units at a price of $0.10 per unit for aggregate proceeds of up to $400,000. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at an exercise price of $0.15 until the date which is two years following the closing date. The proceeds from the sale of the units will be used for general corporate purposes.

The units will be offered and sold by way of private placement exemptions in all provinces and jurisdictions of Canada. All securities issued in connection with the offering will be subject to a statutory hold period of four months and a day from the date of issuance. Closing is subject to receipt of all required approvals and consents, including the approval of the TSX Venture Exchange. Closing is scheduled for February 17, 2012.

The securities being offered 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 in the absence of registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States.

About Darnley Bay Resources Limited:

Darnley Bay Resources Limited was formed in 1993 to explore for base metals related to the 50 km x 80 km, 132 mGal Darnley Bay gravity anomaly near Paulatuk, Northwest Territories, Canada. The source of the anomaly remains unexplained. Darnley Bay is exploring for base and precious metals and diamonds on its 4,600 km2 land holding.

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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