Golden Alliance closes $4.54-million financing

2010-09-22 14:22 ET - News Release

Mr. Joseph Grosso reports

GOLDEN ALLIANCE CLOSES $4,542,750 NON BROKERED PRIVATE PLACEMENT FINANCING

Golden Alliance Resources Corp. has received regulatory approval from the TSX Venture Exchange for the company's non-brokered private placement originally announced in the company's news releases in Stockwatch dated Sept. 20, 2010, and Aug. 24, 2010.

The company will issue 9,085,500 units at a price of 50 cents per unit. Each unit will be consisted of one common share and one-half of one non-transferable warrant. One whole warrant will entitle the holder, on exercise, to purchase one additional common share of the company at a purchase price of 65 cents per warrant share for 18 months from the date of issue of the warrant. If the closing price for the company's shares is 90 cents or greater for a period of 10 consecutive trading days, then the warrant holders will have 20 days to exercise their warrants; otherwise the warrants will expire on the 21st day. All securities to be issued pursuant to the financing are subject to a four-month hold period under applicable Canadian securities laws.

The proceeds will be used to advance exploration on projects in Peru and for general working capital. Directors and officers of the company have subscribed for a portion of the financing.

Finders' fees are payable on a portion of the private placement payable as follows:

• In cash to non-arm's-length parties to the company on a portion of this financing, such total cash fees of $194,725 representing 7 per cent of the gross proceeds received from certain subscribers introduced to the company by the finders;
• 444,400 finder warrants to non-arm's-length parties to the company on a portion of this financing.

Such warrants are exercisable into common shares at 65 cents per share for a two-year term, representing 8 per cent of the gross proceeds received from certain subscribers introduced to the company by the finders. If the closing price for the company's shares is 90 cents or greater for a period of 10 consecutive trading days, then the finder warrant holders will have 20 days to exercise their finder warrants; otherwise the finder warrants will expire on the 21st day.

Additionally, Golden Alliance, pursuant to the company's stock option plan, has granted incentive stock options to its directors, employees and consultants to purchase up to 1.38 million common shares in the capital stock of Golden Alliance Resources, exercisable for a period of five years at a price of 65 cent per share. These options are subject to a four-month hold period.

We seek Safe Harbor.