Gold Reach Resources Ltd. Revises Terms of Private Placement


December 6, 2010

Vancouver, B.C. – Gold Reach Resources Ltd. (GRV: TSX-V), (the “Company”) announces that due to investor requests for separate flow-through and non-flow-through units, it is revising the terms of its private placement originally announced in the Company’s news release dated November 15, 2010.  The revised private placement (the “Offering) will consist of the issuance of up to 4,000,000 flow-through units (each an “FT Unit”) at a purchase price of $0.55 per FT Unit and up to 1,000,000 non-flow-through units (each an “NFT Unit”) at a purchase price of $0.42 per NFT Unit, to raise aggregate gross proceeds to the company of up to $2,620,000. 

Each FT Unit is comprised of one flow-through common share of the Company and one full non-flow-through share purchase warrant of the Company (a “Warrant’).  Each Warrant will entitle the holder thereof to purchase one non-flow through common share of the Company (a “Common Share”) at an exercise price of $0.60 per Warrant for a period of two years from the closing date of the Offering, subject to acceleration as set out below.  The Company plans to use the proceeds from the sale of the FT Units to complete exploration work on the Company’s British Columbia properties.   

Each NFT Unit is comprised of one Common Share and one full Warrant with each Warrant entitling the holder thereof to purchase one Common Share at an exercise price of $0.60 for a period of two years from the closing date of the Offering, subject to acceleration as set out below.  The proceeds from the sale of NFT Units will be used for general working capital purposes. 

Each Warrant will be subject to accelerated expiry provisions which provide that if at any time after the date of closing of the Offering, the Company’s common shares trade on the TSX Venture Exchange at or above a weighted average trading price of $1.00 per share for 10 consecutive trading days, the Company may give notice to the holders that each Warrant will expire 30 days from the date of providing such notice if the Warrant has not been duly exercised by the holder.

The Company may pay a cash finders fee on the sale of the FT Units and NFT Units to certain arm’s length finders (the “Finders”) equal to 7% of the gross proceeds raised in the Offering, and may issue to the Finders such number of common share purchase warrants (the “Finder’s Warrants”) having the same attributes as the Warrants offered in the Offering, as is equal to 7% of the number of FT Units and NFT Units sold in the Offering. 

The securities issued under the Offering will be subject to resale restrictions under applicable securities laws and the rules and policies of the TSX Venture Exchange, including a four-month plus one day hold period from the date of closing of the Offering.

The Offering and finders’ fees are subject to acceptance of the TSX Venture Exchange.

 

About Gold Reach:

Gold Reach Resources Ltd. is a Canadian exploration company actively involved in the exploration of its newly acquired Auro Claims adjacent to Richfield Ventures’ gold discovery in central BC and the development of the Seel and Ox Lake projects, a 19,105 hectare copper-gold-molybdenum-silver project located 120 kilometres south of Houston, BC and eight kilometres east of the producing copper-molybdenum Huckleberry Mine.

ON BEHALF OF THE BOARD OF DIRECTORS

Conrad Swanson, President

For further information, please contact:

Gold Reach Resources
Telephone: 604-718-5454
Toll Free: 888-500-4587
Web: http://www.goldreachresources.com

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION. THE OFFER AND SALE OF THE SECURITIES IN THE PROPOSED OFFERING HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND WILL NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE OFFERING OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE TO THE COMPANY.

Safe Harbour Statement: The Company relies upon litigation protection for “forward-looking 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. 

This news release contains forward-looking statements that are based on the Company’s current expectations and estimates. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the Company’s plans with respect to the exploration and development of its projects. Such forward-looking statements, including any forward-looking statements regarding future mineral exploration plans or expenditures,  involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.