Grizzly Discoveries Inc.

Grizzly Discoveries Inc.

December 20, 2010 10:31 ET

Grizzly Discoveries Announces Changes to Private Placement

EDMONTON, ALBERTA--(Marketwire - Dec. 20, 2010) - Grizzly Discoveries Inc. (the "Corporation") (TSX VENTURE:GZD) (FRANKFURT:G6H) announces some modifications to the terms of a previously announced non-brokered private placement of flow through units ("FT Units") at a price of $0.35 per FT Unit and non-flow through units ("Units") at a price of $0.30 per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering").

Each FT Unit will consist of one common share of the Corporation ("Common Share") to be issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one non-transferable Common Share purchase warrant ("FT Unit Warrant") entitling the holder to acquire one additional non-flow through Common Share at a price of $0.60. Each Non-FT Unit will consist of one Common Share and one non-transferable Common Share purchase warrant ("Non-FT Unit Warrant") entitling the holder to acquire one additional Common Share at a price of $0.50. The FT Unit Warrants and the Non-FT Unit Warrants expire on the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the trading price of the Common Shares on the TSX Venture Exchange is at or greater than $0.80 per Common Share for 10 consecutive trading days; and (b) 24 months from the date of issuance.

The Corporation has agreed to pay a 5% finder ' s fee to a certain subscriber in connection with $700,000 of the Offering plus a due diligence fee equal to 3% of the value of the FT Units sold by them. The Corporation has also granted to the subscriber an option to acquire Units ("Agent Option") equal to 10% of the number of FT Units sold by them in connection with the Offering. The option will have a 2 year term with an exercise price of $0.35 per Unit. Each Unit will consist of a Common Share and a Non-FT Unit Warrant exercisable on the same terms as the Units. The Corporation may also pay finder's fees of 8% in cash and 10% Agent Options to other registered dealers in connection with the remaining $300,000 of the Offering.

The proceeds of the Offering will be used to conduct exploration on the Corporation's Greenwood Gold Project and for general working capital.

The FT Units and Units will be subject to resale restrictions and may not be resold until four months and a day after the closing date of the Offering. The Offering is subject to regulatory approvals.

About Grizzly Discoveries Inc.

Grizzly is an aggressive Canadian exploration company focused on exploring for world class gold and base metal deposits in British Columbia, and for diamonds and industrial minerals in Alberta. In British Columbia, Grizzly currently has four precious-base metal properties totaling over 235,000 acres. It currently holds more than 600,000 acres in diamond properties which host diamondiferous kimberlites in the Buffalo Head Hills and Birch Mountains of Alberta. Grizzly has also acquired metallic and industrial mineral permits for potash totaling more than 1.8 million acres along the Saskatchewan-Alberta border.

Grizzly trades on the TSX Venture Exchange under the symbol GZD, with 31,410,302 Common Shares issued and outstanding.

On behalf of the Board

Grizzly Discoveries Inc.

Brian Testo, President

For further information, please visit our website at or contact Investor Relations.

Forward Looking Statements

This press release includes certain statements that may be deemed to be forward-looking statements. All statements in this press release, other than statements of historical facts that address access to capital, regulatory approvals, exploration drilling, exploitation activities and events or developments that the Corporation expects are forward-looking statements. Although the Corporation believes the expectations expressed in such forward-looking 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 forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and 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 form those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release, and the Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. For more information on the Corporation, investors should review the Corporation's continuous disclosure filings that are available at

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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