Golden Alliance Announces Corporate Changes and Financing

Dec 10th, 2012 (via Thenewswire.ca) - Golden Alliance Resources Corp. (TSX-V: GLL, Frankfurt: GA0, "Golden Alliance" or the "Company") is pleased to announce the following corporate developments:


Share Consolidation

Golden Alliance announces a proposed consolidation of its share capital on the basis of one (1) new common share of the Company for every three (3) existing common shares (the "Consolidation"). The Consolidation is subject to approval by Golden Alliance's shareholders at the upcoming special meeting to be held on Wednesday, February 6, 2013, and approval by the TSX Venture Exchange ("TSX-V"). Golden Alliance currently has 24,490,361 common shares issued and outstanding. Post Consolidation, there will be approximately 8,163,453 common shares issued and outstanding. Management believes that the Consolidation is necessary in order to provide the Company with a share capital structure that will better attract capital financing and enhance future growth opportunities. Management has been successful in negotiating the financing described below on the basis of the completion of the Consolidation. The directors of the Company believe that the Consolidation is in the best interests of the Company's shareholders.


Name Change

Golden Alliance also announces a proposed change of the Company's name to "Orovero Resources Corp." or such other name as the board of directors determines, subject to approval by the TSX-V and the shareholders of the Company.


Post Consolidation Private Placement

Golden Alliance also announces a non-brokered private placement financing of up to $1,305,000, to be conducted on a post-Consolidation basis, representing 17,400,000 units at a price of $0.075 per unit (the "Offering"). Commitments for this financing are complete and the Company is now in the process of obtaining the necessary shareholder and regulatory approvals to close the Offering. Upon completion of the Offering, there would then be a total of 25,563,453 common shares issued and outstanding.

Each unit will consist of one post-Consolidation common share and one-half (1/2) of one transferable share purchase warrant. Each whole warrant will entitle the holder to purchase one additional post Consolidation common share of the Company at an exercise price of $0.15 per share for up to 24 months from the closing date of the Offering. A finder's fee of up to 10% may be payable to arm's length finders on part of the Offering.

The proceeds from the Offering will be used to advance exploration projects in Peru settle outstanding debt, and for general working capital. The Offering is subject to the acceptance by the TSX-V, approval by the Company's shareholders and the offered securities will be issued subject to a minimum four month and a day hold period from their date of issuance. Directors, officers and employees of the Company may participate in a portion of the Offering.


Proposed New Control Person

Dicon Gold Inc. ("Dicon"), a BC private company, has entered into a subscription agreement with the Company to subscribe for $900,000 in the Offering. This subscription will result in the issuance to Dicon of 12,000,000 post-Consolidation common shares and 6,000,000 warrants, which will result in Dicon holding approximately 46.94% of the Company's then issued and outstanding common shares (or approximately 57.03% on a diluted basis, including the warrants), assuming completion of the Offering. Dicon will therefore become a new Control Person, as defined under the TSX-V's policies, which is subject to the acceptance by the TSX-V, and in accordance with the policies of the TSX-V, the approval of the Company's shareholders.


New Directors and CEO Mr. Len Clough

Effective immediately, Mr. Len Clough, Senior Advisor with Dicon, is appointed to the Board of Directors and as President, Chief Executive Officer and Chairman of the Company.

Mr. Clough has worked at RBC Dominion Securities in Vancouver, from 1998 to 2010, as a part of Cooper & Clough Asset Management Group, which specialized in portfolio management, life insurance and trading. In 2010, he founded Kingfisher Advisors SA ("Kingfisher"), a financial advisory firm, where he currently serves as Managing Director. Kingfisher specializes in offering financial advisory services to private and public companies as well as investment management services to institutional and non-institutional clientele. Mr. Clough received a Bachelor of Arts degree from the University of British Columbia.


Mr. Carlos H. Fernandez Mazzi

Mr. Carlos H. Fernandez Mazzi, currently the President and Chief Executive Officer of Dicon Gold Inc., is also appointed to the Board of Directors. Mr. Fernandez Mazzi has over 30 years of business experience with increasing responsibilities in investment banking in developing economies, fostering capital markets and foreign investment. His career is highlighted by his leadership in the development of the US$ 1.0 billion San Cristobal project in Bolivia as CEO of Minera San Cristobal S.A. Prior to joining Dicon Gold, he was the CEO of the W.J. Clinton Foundation's Clinton Giustra Sustainable Growth Initiative with focus on impact investing and sustainable development in Latin America.

Mr. Fernandez Mazzi earned the Dean's Award for outstanding student when he received his MBA with Honors from the University of Notre Dame and holds a BS in Engineering with High Honors from the University of Arkansas as well as an SEP from the Stanford Graduate School of Business.


Mr. Sean D. Hurd

Mr. Sean D. Hurd will also be appointed to the Board of Directors. Mr. Hurd is currently President and Founder of Blue Sky Uranium Corp. with over 15 years of public market experience including raising venture capital and managing resource exploration companies with assets in Argentina, Peru, Columbia, USA and Canada. Mr. Hurd is experienced in initial IPOs, small cap start-ups, reorganization and marketing public resource companies, with a strong network of contacts within the mineral resource and financial communities.

Messrs. Joseph Grosso, David Horton and Augusto Baertl have agreed to step down from the Board effective immediately.


Special Meeting of Shareholders

Completion of the name change, the Consolidation and the creation of Dicon as a new Control Person will be subject to the approval of the Company's shareholders at a special meeting to be held on February 6, 2013. The name change and approval of the creation of Dicon as a new Control Person requires the approval of the shareholders by an ordinary resolution of a simple majority vote, but the approval of the Consolidation requires the approval of the shareholders by a special resolution of at least two-thirds of the common shares represented at the Meeting voted in person or by proxy. The voting requirements and procedures will be described in greater detail in a management information circular to be delivered to shareholders for the Meeting, and filed on SEDAR (www.sedar.com) under the Company's profile.


About Golden Alliance Resources Corp.

Golden Alliance is a company focused on gold, copper and silver exploration in Peru. The Company has a very strong portfolio of 100%-owned highly prospective projects, totaling 25,000 hectares, and offering multiple opportunities for a significant discovery. Golden Alliance is a member of the Grosso Group, a management company active in the resource exploration industry since 1993, and working in Peru since 1995.


ON BEHALF OF THE BOARD

"Nikolaos Cacos"
Mr. Nikolaos Cacos, Director



For further information please contact:

Golden Alliance Resources Corp.
Corporate Communications
Tel: 1-604-687-1828
Toll-Free: 1-800-901-0058
Email: info@goldenalliancecorp.com



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This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

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