Mr. Tom Thomsen reports

UPPER CANYON AMENDS TERMS OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT

Further to the news release of April 15, 2011, announcing a private placement of up to $1.25-million of flow-through units and non-flow-through units, Upper Canyon Minerals Corp. has, subject to regulatory approval, amended the terms of the private placement as follows: (i) up to 10,526,315 FT units at a price of 9.5 cents per FT unit will be placed for gross proceeds of up to $1-million. Each FT unit will consist of one common share in the capital of the company which will be designated as a flow-through share pursuant to the Income Tax Act (Canada) and one-half of one share purchase warrant. Each FT warrant will entitle the holder to purchase one common share in the capital of the company at a price of 15 cents per share for a period of one year from the closing of the offering; and (ii) up to 3,333,333 NFT units at a price of 7.5 cents per NFT unit will be placed for gross proceeds of up to $250,000. Each NFT unit will consist of one share and one share purchase warrant. Each NFT warrant will entitle the holder to purchase one share at a price of 13 cents per share for a period of one year from the closing of the offering.

In connection with the offering, the company will pay a cash finder's fee equal to 6 per cent (no HST payable) of the proceeds of the offering and issue finder's-fee options equal to 5 per cent of the number of units subscribed for in the offering. Closing of the offering is subject to a number of conditions, including the receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. All securities issued in connection with the offering will be subject to a statutory holder period of four months plus a day from the date of issuance in accordance with applicable securities legislation. As previously announced, the proceeds from the offering will be used to advance the Brosnor gold property through the current phase of exploration and onto permitting, further exploration and development of the underground workings, and for general working capital and corporate purposes.