Grizzly Discoveries Inc.

Grizzly Discoveries Inc.

December 31, 2010 13:08 ET

Grizzly Discoveries Inc. Closes Private Placement for Gross Proceeds of $921,100

EDMONTON, ALBERTA--(Marketwire - Dec. 31, 2010) - Grizzly Discoveries Inc. ("Grizzly" or the "Corporation") (TSX VENTURE:GZD) (FRANKFURT:G6H) announces that on December 30, 2010, it closed on a non-brokered private placement offering (the "Offering") of an aggregate of 613,334 units ("Units") at a price of $0.30 per Unit and an aggregate of 2,106,000 flow-through units ("FT Units") at a price of $0.35 per FT Unit, for gross proceeds of $921,100. Each Unit consisted of one common share of the Corporation ("Common Share") and one non-transferable Common Share purchase warrant ("Warrant") entitling the holder to acquire one additional Common Share at a price of $0.60. Each FT Unit consisted of one Common Share 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 Common Share at a price of $0.65.

In connection with the sale of 35,000 FT Units, the Corporation paid a cash finder's fee of $980, representing 8% of the proceeds thereon, and issued a non-transferable option ("Finders Option") to a registered dealer to acquire up to 3,500 additional Units, representing 10% of the FT Units sold, at a price of $0.35 per Unit until December 30, 2012.

In connection with the sale of 2,000,000 FT Units to the MineralFields Group, the Corporation paid a cash finders fee of $35,000, representing 5% of the proceeds thereon, and a due diligence fee of $21,000. The Corporation also issued a Finders Option to acquire up to 200,000 additional Units, representing 10% of the FT Units sold to the MineralFields Group, at a price of $0.35 per Unit until December 30, 2012.

The FT Unit Warrants and the Warrants, including Warrants issued pursuant to the exercise of the Finders Options, 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) December 30, 2012.

The Units and FT Units were sold to qualified purchasers in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The securities comprising the Units, the FT Units, the Common Shares issuable upon exercise of the Warrants and the FT Unit Warrants, and the Units issuable upon exercise of the Finders' Options are subject to a restricted period ending May 1, 2011.

The Corporation intends to use the proceeds from the sale of the FT Units to incur qualifying expenditures on the Corporations's Greenwood Gold Project in southern British Columbia, and the proceeds from the sale of the Units on the Greenwood Gold Project and general working capital.

In relation to the sale of 2,000,000 FT Units to the MineralFields Group, Brian Testo, President and CEO of Grizzly, stated "We are very pleased to be continuing our relationship with MineralFields Group with this, the sixth financing of Grizzly in which the MineralFields Group has participated. This is an important milestone in the growth of Grizzly and we look forward to working with MineralFields Group as we continue to advance the Greenwood Gold Project."

About MineralFields, Pathway, and First Canadian Securities®

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver, Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at First Canadian Securities® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®

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 34,129,636 Common Shares issued and outstanding.

All 2010 field and office exploration programs are conducted under the supervision of Mr. Michael Dufresne, M.Sc., P.Geol., a principal of APEX Geoscience Ltd. and a Qualified Person under National Instrument 43-101.

On behalf of the Board

Grizzly Discoveries Inc.

Brian Testo, President

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

This news release contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding potential mineralization, resources and reserves estimates, exploration results, exploration and development results and the future plans and objectives of Grizzly are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Grizzly undertakes no obligation to update publicly or otherwise revise any forward-looking statement whether as a result of new information, future events or other factors which affect such statement, except as required by law.

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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