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TSX: GPD




VANCOUVER, March 1 /CNW/ - Golden Predator Corp. (TSX: GPD) (the "Company") is pleased to announce that it has received the written consent of shareholders holding in excess of 50% of the issued common shares of the Company to the $19,800,000 "bought deal" private placement announced February 7, 2011.


The private placement consists of 9,000,000 Units at a price of $0.75 per Unit and 14,500,000 Flow Through Shares at a price of $0.90 per Flow Through Share. Each Unit consists of one common share and one half of one transferable common share purchase warrant of the Company with each whole Warrant exercisable into one common share of the Company at a price of $1.10 for a period of 18 months following the closing.


The private placement is being underwritten by Dundee Securities Ltd. and Casimir Capital Ltd. as co-lead underwriters, who have the option to purchase up to an additional 15% of the Flow-Through Shares and Units at any time up to 48 hours prior to the closing date. As a result, the maximum number of common shares of the Company issued or made issuable in the private placement will be 32,821,000 shares, representing approximately 39.7% of the outstanding common shares of the Company.


Under the TSX Company Manual, the Company is required to obtain majority shareholder approval to private placements involving the issuance of greater than 25% of the Company's issued and outstanding common shares. In obtaining the written consent of shareholders holding a majority of the Company's common shares, the Company is relying on an exemption in the TSX Company Manual from the requirement to hold a shareholder meeting. Insiders of the Company will purchase up to 200,000 Units and up to 200,000 Flow Through Shares under the private placement making up to 500,000 common shares issuable to such insiders, representing 0.6% of the outstanding shares of the Company. The private placement will not materially affect control of the Company.





About Golden Predator Corp.





Golden Predator Corp.'s mandate is to be the leading gold property explorer and developer in Yukon, Canada. The Company has a vast Yukon property position with three advanced gold projects, 6 pipeline prospects as well as exploration landholdings comprising over 2,000 km(2). The 2011 winter drilling program has commenced at the Brewery Creek and Grew Creek projects. In 2011 the Company will continue aggressive drill programs and work towards completing initial resource estimates for Grew Creek and Clear Creek and updating the existing resource estimate for Brewery Creek, in addition to conducting initial drilling at the recently acquired Harlan project.





No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance. There are numerous risks and uncertainties that could cause actual results and Golden Predator's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Golden Predator assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.





This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.



For further information: Golden Predator Corp., Investor Relations, (604) 648-GOLD (4653)