DARNLEY BAY COMPLETES FIRST TRANCHE OF ITS PRIVATE PLACEMENT ON AMENDED TERMS
Toronto, December 11, 2014 � Further to its press release dated November 19, 2014, Darnley
Bay Resources Limited (TSXV: DBL) (�DBL�) is pleased to announce that it has closed on its first
tranche of its previously announced non-brokered private placement (the �Offering�) of special
warrants and flow-through special warrants for aggregate gross proceeds of $371,999.99 through
the issuance of 4,800,000 special warrants (�Special Warrants�) at an amended issue price of
$0.015 (the �Issue Price�) and 19,999,999 flow-through special warrants (�FT Special Warrants�)
at the Issue Price. DBL has also amended the exercise price of each Warrant to $0.03.
Each FT Special Warrant will entitle the holder thereof, for no additional consideration, to receive
one unit (an �FT Unit�), comprised of one common share in the capital of DBL (a �Common
Share�), issued on a flow-through basis under the Income Tax Act (Canada), and one half of one
Common Share purchase warrant (each whole such warrant, a �Warrant�).
Each Special Warrant will entitle the holder thereof, for no additional consideration, to receive one
unit (a �Unit�), comprised of one Common Share and one whole Warrant.
Each whole Warrant shall entitle the purchaser to purchase, for a period of three years from the
date the Warrants are issued, one Common Share at an exercise price of $0.03.
Each Special Warrant and FT Special Warrant shall be automatically exercised for one Unit or FT
Unit, as applicable, upon satisfaction of the following conditions (collectively, the �Exercise
Conditions�):
(a) the completion of a consolidation of the outstanding Common Shares of DBL on a
minimum 5 (old) for 1 (new) basis (the �Consolidation�);
(b) receipt of approval of the TSXV for the Offering and the Consolidation; and
(c) receipt of all regulatory approvals required with respect to the Offering and the
Consolidation.
DBL shall use reasonable efforts to satisfy the Exercise Conditions. In the event that the Exercise
Conditions are not satisfied on the date that is six months from the closing date of the Offering
(the �Closing Date�), the Special Warrants and FT Special Warrants shall be redeemed at the
Issue Price with interest at a rate of 10% per annum. In the event the Exercise Conditions are
satisfied on or before the date that is six months from the Closing Date, the Special Warrants and
FT Special Warrants shall be deemed to be exercised for no further consideration at 5:00 p.m.
(Toronto time) on the date that the Exercise Conditions are satisfied.
In connection with the issuance of the Special Warrants and FT Special Warrants, DBL has
agreed to a finder�s fee payable in broker warrants (the �Broker Warrants�) and cash commission
equal to eight (8%) percent of the number of Special Warrants and FT Special Warrants issued
and sold under the Offering attributable to such finders. The securities to be issued are subject to
a four month hold period. The Offering is subject to the approval by the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. 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 U.S. Persons as
defined under applicable securities laws unless registered under the U.S.. Securities Act and
applicable state securities laws or an exemption from such registration is available.
Jamie Levy, President and CEO
Tel: (416) 567-2440
Fax: (416) 365-2519
E-mail: jlevy@darnleybay.com
Web site: www.darnleybay.com
Forward-Looking Information
This release includes certain statements that may be deemed �forward-looking statements�. All statements
in this release, other than statements of historical facts, that address future production, reserve potential,
exploration drilling, exploitation activities and events or developments that Darnley Bay expects are forwardlooking
statements. Although Darnley Bay believes the expectations expressed in such statements 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 statements. There are certain factors that
could cause actual results to differ materially from those in forward-looking statements. These include
market prices, exploitation and 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. For more information on Darnley Bay, investors should review
registered filings at www.sedar.com.
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.