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File: Upper Canyon - News Release amending terms PP.DOC

NEWS RELEASE
April 27, 2011									TSX-Venture:  UCM
Upper Canyon Amends Terms of Previously Announced Private Placement
Vancouver, BC - Upper Canyon Minerals Corp. ("UCM" or the "Company") (TSX VENTURE:  UCM) announces that further to the
---> Company's news release of April 15, 2011 announcing a private placement of up to $1,250,000 of flow through units (th
--->e "FT Units") and non flow-through units (the "NFT Units"), the Company has, subject to regulatory approval, amended t
--->he terms of the private placement as follows: (i) up to 10,526,315 FT Units at a price of $0.095 per FT Unit will be p
--->laced for gross proceeds of up to $1,000,000.  Each FT Unit will consist of one common share in the capital of the Com
--->pany which will be designated as a flow-through share pursuant to the Income Tax Act (Canada) and one-half of one shar
--->e purchase warrant (a "FT Warrant").  Each FT Warrant will entitle the holder to purchase one common share in the capi
--->tal of the Company (a "Share") at a price of $0.15 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 $0.075 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 (a "NFT Warrant").  Each NFT Warrant wil
--->l entitle the holder to purchase one Share at a price of $0.13 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% (no HST payable) of the proceeds
---> of the Offering, and issue finder's fee options equal to 5% 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 reg
--->ulatory 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.
About Upper Canyon Minerals Corp., a growth oriented mineral-exploration resource company trading on the TSX Venture E
--->xchange (Symbol:  UCM), whose mission is the discovery and development of high quality precious and base metal resourc
--->es, with a goal of advancing them into commercial production.  UCM's exploration work is currently focused on the Bros
--->ner Gold property located near Val d'Or, Abitibi, in Quebec, Canada. 
For additional information, contact either Karim Rayani, email:  kr@uppercanyonminerals.com or Tom Thomsen e-mail:  tt
--->homsen@uppercanyonminerals.com (604) 628-1767 or visit website www.uppercanyonminerals.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Tom Thomsen" TOM THOMSEN
President & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX 
--->Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.