ValGold Resources Ltd.

ValGold Resources Ltd.

December 22, 2010 13:59 ET

ValGold Closes Oversubscribed Non-Brokered Flow-Through Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 22, 2010) - ValGold Resources Ltd. ("ValGold" or the "Company") (TSX VENTURE:VAL)(FRANKFURT:VR2) reports that on December 20th 2010 (the "Final Closing Date") it held a second and final closing of 1,441,000 flow-through units (the "Units") at a price of $0.30 per Unit for gross proceeds of $432,300. Each Unit consists of one flow-through common share and one non-flow-through share purchase warrant (a "Warrant"). Each Warrant will be exercisable for one additional non-flow-through common share in the capital of ValGold for a period of two years from the Final Closing Date at a price of $0.50 per share.

This non-brokered private placement was originally announced by the Company on November 9th 2010. ValGold held an initial closing of 1,110,000 Units for gross proceeds of $330,000 on November 23rd 2010. Overall the financing raised $765,300 in flow through funds.

The gross proceeds from the sale of the Units will be used for Canadian Exploration Expenses ("CEE") within the meaning of the Income Tax Act (Canada) and the Company will use its best efforts to ensure that such CEE qualify as a "flow-through mining expenditure", for purposes of the Income Tax Act (Canada), related to the exploration of the Company's exploration project. The Company will renounce such CEE with an effective date of no later than December 31, 2010. The exploration budget is focused on ValGold's Tower Mountain Gold Property and contemplates two rounds of diamond drilling. The initial drill program of 2,000m is scheduled to be completed in February 2011 and a follow-up program of 2,500m is set for the spring.

For the second closing, all of the Units, shares, Warrants and any shares and/or warrants issuable upon the exercise thereof will be subject to a hold period and may not be traded for four months plus one day from the Final Closing Date of the private placement.

The expiry date of the Warrants of this closing is subject to acceleration such that if, at any time after the date that is four months and one day following the Final Closing Date, the closing price of the common shares of the Company on the TSX Venture Exchange, or such other stock exchange or quotation system on which the Company's common shares are then traded, is not less than $1.00 per share for a period of 10 consecutive trading days (whether or not a trade occurs on any of such days), then the Company may elect to accelerate the expiry time of any unexercised Warrants by sending notice to the holders of the Warrants and the expiry time of the Warrants shall thereupon be deemed to be amended to 4:00 p.m. on the date that is the 30th day following the date of such notice.

For this final closing, ValGold is paying finders' fees of $19,500 cash and will issue 65,000 finder's warrants. Each finder's warrant is exercisable to purchase one common share of the Company at a price of $0.30 at any time, and from time to time, on or before the date which is 24 months after the Final Closing Date.

For more information regarding ValGold, its 100%-owned Tower Mountain Gold Project and Garrison Gold Project, and its international projects, please see our website at

Stephen J. Wilkinson, President & Chief Executive Officer

This news release includes "forward-looking information". All statements in this release, other than statements of historical facts, that address the private placement or mineral exploration programs contain forward-looking information and are based on a number of assumptions, including, but not limited to, that there will not be substantial changes to market conditions, regulatory requirements or costs associated with mineral exploration. Although the Company believes the expectations expressed in such forward-looking information 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 information. Factors that could cause actual results to differ materially from those in forward-looking information include changes the price of the company's shares, the costs of labor, equipment and other costs associated with exploration, 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.

SEC 12g3-2(b): 82-3339

Neither TSX Venture Exchange nor its Regulation Services Provider (as the 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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