Gold Canyon Resources Inc.
TSX VENTURE : GCU
PINKSHEETS : GDCRF

Gold Canyon Resources Inc.

February 20, 2014 08:30 ET

Gold Canyon Announces Annual and Extraordinary General Meeting, Record Date and Adopts Advance Notice Policy

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 20, 2014) - Gold Canyon Resources Inc. (TSX VENTURE:GCU)(PINKSHEETS:GDCRF) ("Gold Canyon" or "the Company") announces that it will hold an annual and extraordinary general meeting of shareholders (the "Meeting") on Tuesday, April 15, 2014. The record date for the shareholders entitled to vote at the Meeting has been set as shareholders of record as at the close of business on March 5, 2014.

The Company also announces that the board of directors of the Company approved an advance notice policy (the "Advance Notice Policy") effective February 19, 2014 for the purpose of providing shareholders, directors and management of Gold Canyon with a clear framework for nominating directors. The Advance Notice Policy is meant to: (i) facilitate an orderly and efficient annual general or, where the need arises, extraordinary meeting process; (ii) ensure all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

The Advance Notice Policy includes, among other things, a provision that requires advance notice be given to the Company in circumstances where nominations of persons for election to the board of directors of the Company are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"); or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA.

Additionally, the Advance Notice Policy sets a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual general or extraordinary meeting of shareholders, sets forth the information that a shareholder must include in the notice to the Company, and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.

In the case of an annual general meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual general meeting. However, in the event that the annual general meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual general meeting was made, notice may be made not later than the close of business on the tenth (10th) day following such public announcement.

In the case of an extraordinary meeting of shareholders (which is not also an annual general meeting) notice to the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the extraordinary meeting was made.

The Advance Notice Policy is in full force and effect as of the date it was approved and adopted by the board of directors of the Company. In accordance with the terms of the Advance Notice Policy, the Advance Notice Policy will be put to shareholders of the Company for approval at the Meeting, and if the Advance Notice Policy is not confirmed at the Meeting by ordinary resolution of shareholders, the Advance Notice Policy will terminate and be of no further force and effect following the termination of the Meeting.

For purposes of the Meeting, in accordance with the terms of the Advance Notice Policy, the Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made by March 14, 2014. Such notice must be in the form, and given in the manner, prescribed by the Advance Notice Policy, the full text of which is available under the Company's profile on SEDAR at www.sedar.com.

About Gold Canyon Resources Inc.:

Gold Canyon is engaged in the acquisition and exploration of mineral and precious metals properties. The Company controls a 100% interest in the Springpole Gold - Horseshoe Island Gold, Platinum, Palladium Project and a minority interest in the Favourable Lake Poly-metallic property currently under option to Guyana Frontier Mining Corp. pursuant to an option and joint venture agreement entered into in December 2005 - all in the Red Lake Mining District of Ontario, Canada.

Gold Canyon entered into a Rare Earth Element (REE) Joint Exploration Agreement with the Japan Oil, Gas and Metals National Corporation (JOGMEC) in January 2009.

Additional information can be found on the Company's website: www.goldcanyon.ca

Akiko Levinson, President & Director

Certain statements contained in this news release using the terms "may", "expects to", "project", "estimate", "plans", and other terms denoting future possibilities, are forward-looking statements in respect to various issues including upcoming events based upon current expectations which involve risks and uncertainties that could cause actual outcomes and results to differ materially. The future conduct of the Company's business and the feasibility of its mineral exploration properties are dependent upon a number of factors and there can be no assurance that the Company will be able to conduct its operations as contemplated and the accuracy of these statements cannot be guaranteed as they are subject to a variety of risks that are beyond our ability to predict or control and which may cause actual results to differ materially from the projections or estimates contained herein. The risks include, but are not limited to, the risks described in the above press release; those risks set out in the company's disclosure documents and its annual, quarterly and current reports; the fact that exploration activities seldom result in the discovery of a commercially viable mineral resource and are also significant amounts of capital to undertake and the other risks associated with start-up mineral exploration operations with insufficient liquidity, and no historical profitability. The Company disclaims any obligation to revise any forward looking statements as a result of information received after the fact or regarding future events.

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 news release.

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