Grizzly Diamonds Closes First Tranche of Private Placement

Grizzly Diamonds Ltd. (the "Corporation") (TSX VENTURE:GZD)(FRANKFURT:G6H) today announced that it has effected a first closing of a non-brokered private placement offering ("Offering") of an aggregate of 235,000 units ("Units") at a price of $0.40 per Unit and an aggregate of 853,110 flow-through units ("FT Units") at a price of $0.45 per FT Unit for gross proceeds of $477,900. Each Unit consisted of one common share of the Corporation ("Common Share") and one non-transferable share purchase warrant ("Warrant") entitling the holder to acquire one additional Common Share at a price of $0.60 until April 29, 2011. Each FT Unit consisted of one Common Share issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one-half of a non-transferable share purchase warrant ("FT Unit Warrant"). Each whole FT Unit Warrant entitles the holder to acquire one additional Common Share at a price of $0.65 until April 29, 2010.

In connection with the sale of 777,777 FT Units to the MineralFields Group, the Corporation paid an aggregate cash fee of $28,000 (representing 8% of the gross proceeds from the sale of such FT Units) and issued non-transferable share purchase warrants ("Finder's Warrants") to acquire an aggregate of 77,776 Common Shares (representing 10% of such FT Units) at a price of $0.45 per Common Share until April 29, 2011 to Limited Market Dealer Inc. and Euroglobal Capital Partners Inc., both of Toronto, Ontario.

The Units and FT Units were sold to a qualified purchaser in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The securities comprising the Units, the FT Units, the Finder's Warrants together with any Common Shares issued pursuant to the exercise of the Warrants and Finder's Warrants will be subject to a restricted period expiring on August 30, 2009.

The Corporation intends to continue the Offering of Units and FT Units until gross proceeds of $1,000,000 are raised, but reserves the right to terminate the Offering at anytime without notice. The Offering was conditionally approved by the TSX Venture Exchange by letter dated April 23, 2009.

The Corporation intends to use the proceeds from the sale of the FT Units to incur expenditures which qualify as Canadian Exploration Expenses on the Corporation's recently enlarged Greenwood Gold Project in British Columbia (see release dated February 19, 2009)."

"This is the third private placement in which the MineralFields Group has participated. We are extremely pleased with their continuing support, and confidence in Grizzly and our management team", said Brian Testo, President and CEO of the Corporation. MineralFields Group (a division of Pathway Asset Management) is a Toronto and Vancouver based mining fund that offers tax-advantaged super flow-through limited partnerships to investors in Canada as well as hard-dollar resource limited partnerships. Information about MineralFields Group is available at www.mineralfields.com.

Grizzly Diamonds is an aggressive Canadian exploration company focused on exploring for diamonds and industrial minerals in Alberta and precious metals in North America. It currently holds more than 2 million acres in diamond properties that host diamondiferous kimberlites in the Buffalo Head Hills and Birch Mountains, Alberta and metallic minerals permits for potash totaling more 1.5 million acres along the Saskatchewan-Alberta border. In British Columbia, the Corporation has five precious-base metal properties totaling over 150,000 acres. All 2009 field programs are being conducted under the supervision of Michael Dufresne, P. Geol., a principal of APEX Geoscience Ltd. and a Qualified Person under NI 43-101.

This news release contains forward-looking statements regarding ongoing and upcoming exploration work and expected geology, geological formations and structures. Actual results may differ materially from those anticipated in these statements.

SOURCE: Grizzly Diamonds Ltd.

Grizzly Diamonds Ltd.
Brian Testo
780-693-2242 or 780-712-3559
www.grizzlydiamonds.com
AGORACOM Investor Relations
GZD@Agoracom.com
www.agoracom.com/IR/Grizzly

Related terms: acquisition, alberta, british columbia, canada, ceo, dealer, diamond, dollar, exploration, frankfurt, gold, industrial, legislation, market, mining, north america, ontario, precious metals, president, Private Placement, securities, tax, toronto, vancouver