GZZ Golden Valley Mines and Royalties Ltd

Golden Valley Mines Ltd. ("Golden Valley" or the "Company"), (TSX VENTURE:GZZ)
announces the adoption by its Board of Directors of an amendment to its by-laws
to include advance notice provisions (the "Advance Notice By-law") requiring
that advance notice be given to the Company in circumstances where a shareholder
wishes to nominate a person for election as a director of the Company. 


The purpose of the Advance Notice By-law is to ensure that all shareholders,
whether participating in a meeting by proxy or in person, receive adequate
notice of the director nominations to be considered at a meeting, thus allowing
them to exercise their voting rights in an informed manner. In addition, the
Advance Notice By-law should assist in facilitating an orderly and efficient
meeting process, while providing a clear framework for the nomination of
directors. Accordingly, the Advance Notice By-law fixes a deadline by which
holders of common shares of the Company must submit director nominations to the
Company prior to any annual or special meeting of shareholders and sets the
minimum information that must be provided to the Company so as to ensure that
notice is given in proper written form. 


In the case of an annual meeting of shareholders, notice to the Company must be
made not less than 40 and not more than 65 days prior to the date of the annual
meeting; provided, however, that in the event that an annual meeting of
shareholders is called for a date that is less than 50 days after the date on
which the first public announcement of the date of the annual meeting was made,
notice may be given to the Company not later than the close of business on the
10th day following the first public announcement date.


In the case of a special meeting (other than an annual meeting) of shareholders
called for the purpose of electing directors (whether or not called for other
purposes), advance notice of a director nomination must be given to the Company
by not later than the close of business on the 15th day following the day on
which the first public announcement of the date of the special meeting of
shareholders was made. 


For the 2013 proxy season, Institutional Shareholder Services (ISS) established
a Canadian policy on proposals to adopt advance notice provisions and Glass
Lewis & Co. updated its Canadian proxy voting guidelines in respect of advance
notice provisions. Both the ISS policy and the Glass Lewis guidelines are
generally supportive of policies that require a nominating shareholder to
provide issuers with notice of any director nomination by not less than 30 and
not more than 65 days prior to a meeting date. In amending Golden Valley's
by-laws, the directors took into consideration the ISS and Glass Lewis
guidelines, as well as the practical reality of printing deadlines required in
order to comply with legislated timing for delivery of printed meeting materials
for mailing to shareholders, which can result in certain circumstances in a
printing deadline of +/-30 days before a meeting date. The Board concluded that
if Golden Valley received notice of a director nomination from a shareholder not
less than 40 days before a shareholder meeting date, management would have
sufficient time to assemble and include in the proxy circular for the meeting
information necessary to ensure that all shareholders are made aware of a
potential proxy contest in advance of the meeting and to provide sufficient
disclosure for shareholders to make appropriate decisions on the election of
their Board representatives.


The Advance Notice By-law as adopted by Golden Valley's Board is effective
immediately and will be placed before the shareholders of the Company for
confirmation at the annual and special meeting of shareholders scheduled to be
held in Montreal on June 12, 2013. A full description of the Advance Notice
By-law will be included in the Information Circular prepared by Golden Valley's
management for this meeting. For the purposes of this meeting, director
nominations must be given to the Company by not later than Thursday, May 2,
2013, and such notice must be in the form, and given in the manner detailed in,
the Advance Notice By-law. Any shareholder wanting to submit a director
nomination for the June 12th annual and special meeting of shareholders should
contact Golden Valley for a copy of the Advance Notice By-law. 


Assuming the Advance Notice By-law is confirmed by shareholders at the meeting,
it will be filed with regulators and available for viewing under Golden Valley's
issuer profile on SEDAR at www.sedar.com.


About Golden Valley Mines Ltd.: The Company typically tests initial grassroots
targets while owning a 100% interest therein and then seeks partners to continue
exploration funding. This allows the Company to carry on its generative programs
and systematic exploration efforts at other majority-owned grassroots projects.
The Company (together with its various subsidiaries) holds property interests in
projects in Canada (Saskatchewan, Ontario and Quebec).


Forward Looking Statements:

This news release contains certain statements that may be deemed
"forward-looking statements. Forward looking statements are statements that are
not historical facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although the Company believes
the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results or realities may differ materially from those in forward
looking statements. Forward looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the statements
are made. Except as required by law, the Company undertakes no obligation to
update these forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Glenn J. Mullan
Chairman, President, and CEO
Golden Valley Mines Ltd.
819.824.2808 ext. 204
glenn.mullan@goldenvalleymines.com

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