Yellowhead Mining Inc.
TSX VENTURE : YMI

Yellowhead Mining Inc.

March 14, 2011 07:30 ET

Yellowhead Mining Inc. Announces CDN$20 Million Bought Deal Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 14, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Yellowhead Mining Inc. (TSX VENTURE:YMI) (or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 13,800,000 units (the "Units") of the Company at a price of CDN$1.45 per unit for gross proceeds of CDN$20,010,000 (the "Underwritten Offering"). Each Unit shall consist of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable into one common share of the Company for a period of 24 months from closing at an exercise price of CDN$2.00. In addition, the Company will grant the Underwriters an over-allotment option, exercisable for a period of up to 30 days after the closing of the Underwritten Offering, to purchase from the Company up to an additional 2,070,000 units at CDN$1.45 per unit to cover over-allotments (the "Over-Allotment Option", and together with the Underwritten Offering, the "Offering").

The Underwriters will receive a cash commission of 6% of the gross proceeds raised, and share purchase warrants entitling the Underwriters to purchase, at a price of CDN$1.45 per share within 24 months after closing of the Offering, common shares of the Company equal to 6% of the aggregate number of securities sold pursuant to the Offering.

Pursuant to a pre-emptive right granted by the Company to Anthill Resources Ltd. ("Anthill"), Anthill has the right to subscribe for Units under an offering by the Company in order that Anthill will continue to hold at least the same percentage of shares of the Company as Anthill held on the day prior to the announcement of such offering. In the event that Anthill exercises such pre-emptive right, the size of the offering will be increased by the number of Units that Anthill elects to purchase.

The Company intends to use the net proceeds of the Offering to fund the advancement of the Company's Harper Creek project in BC and for general corporate purposes.

Closing of the Offering is anticipated to occur on or before April 5, 2011 and is subject to certain conditions including, but not limited to the receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. Securities issued under the Offering and through the Over-Allotment Option will be subject to a four month hold period from the closing date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Yellowhead Mining Inc.

Yellowhead has a 100% interest in the Harper Creek Project, (subject to the payment of a 3% NSR royalty capped at $2.5 million, adjusted for inflation and an additional 2.5% NSR royalty on roughly 3.3 million tonnes of ore which is expected to be mined beginning in year 9 within the NI 43-101 resource). The Harper Creek Project is a large copper-gold-silver project located in south-central British Columbia, approximately 150 kilometres by highway from Kamloops.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, including, among others, the accuracy of mineral grades and related assumptions, inherent operating risks, planned expenditures, proposed exploration and development at the Harper Creek Project, operating and economic aspects of the Harper Creek Project, as well as those risk factors identified in the Filing Statement filed under the Company's SEDAR profile. Yellowhead undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Yellowhead.

Neither the TSX Venture Exchange Inc. 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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