Maya Gold & Silver Inc.

Maya Gold & Silver Inc.

March 22, 2011 13:30 ET

Maya Gold & Silver Completes $3 Million Private Placement

MONTREAL, QUEBEC--(Marketwire - March 22, 2011) - Maya Gold & Silver Inc. ("Maya" or the "Company") (TSX VENTURE:MYA) wishes to announce that the non-brokered private placement ("Placement") previously announced on February 24, 2011, has been oversubscribed. The Company has closed the final tranche of the placement through the issuance of 4,221,534 units (a "Unit") at a purchase price of $0.45 per Unit each for proceeds of $1,899,690. The Company issued 2,764,444 Units on March 4, 2011 which together with the final tranche raised total gross proceeds of $3,143,690.

Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.70 for a period of 24 months following the closing. The Warrants will be subject to an acceleration clause such that, in the event that the volume weighted average price of the Common Shares for any 20 consecutive day trading period is equal to or greater than $1.00, the Company shall have the right to accelerate the expiry date of the Warrants, failing which the Warrants will expire.

The proceeds will be mainly used for initial payments for acquisition of various mining projects in Morocco, beginning of exploration campaigns and general corporate working capital purposes.

As part of the private placement, Mr. Noureddine Mokaddem, the Vice-President and COO of Maya, subscribed for $300,000 and purchased 666,667 units. Following the completion of the placement Mr. Mokaddem holds 1,466,667 Common Shares, 1,466,667 warrants and 350,000 options.

Due to the fact that neither the fair market value of the Shares purchased by such insiders, nor the consideration paid therefore, exceeded 25% of the Company's market capitalization, as calculated in accordance with Multilateral Instrument 61-101, an exemption was available under such instrument from the requirement to obtain shareholder approval of such insiders participation in the Offering. In addition, since the Shares of the Company are listed only on the TSX Venture Exchange, the Company was also exempt from any formal valuation requirements under such instrument.

Maya paid finder's fees in respect of certain purchasers of securities introduced to the Company by the finder. The finder's fees equalled approximately 5.9% of the aggregate amount subscribed to by those purchasers (which totalled $184,148) and was paid in cash. The finders were also issued 350,717 finder's warrants, which have the same terms as the Offered Units and are exercisable into common shares at a price of $0.45 for a period of 3 months immediately following the date of issuance.

All securities issued pursuant to the private placement are subject to a 4-month hold period following the closing. After taking into consideration this private placement, the Company will have 47,641,411 common shares issued and outstanding

Stock Option Plan

The Company also announces that the Board has approved, subject to regulatory approvals, an increase in the number of Common Shares reserved under the Company's fixed number stock option plan (the "Plan") from 3,000,000 to 4,000,000. The number of Common Shares reserved under the Plan represents 7.74% of the total number of Common Shares currently issued and outstanding.

The Board granted a total of 350,000 options to purchase common shares in the Company to officers. All options have an exercise price of $0.45 and an exercise period of five years.


Maya Gold & Silver Inc. is a Canadian Mining Company, is focused on the exploration and development of gold and silver deposits and listed on the TSX Venture. The Company is committed to developing and adding value to its primary property, Amizmiz gold and silver project in Morocco.

Forward-looking statements

Except for statements of historical fact, all statements in this news release, including without limitation, new project acquisitions, future plans and objectives, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate, actual results and future events could differ materially from those anticipated in such statements.

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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