Each unit consists of one common share and one half of one common share purchase warrant. Each whole warrant is exercisable into one common share at a price of $1.10 per share until July 17, 2013 and July 20, 2013 respectively. In connection with the financing the Company will pay to the Agents a cash commission of up to 7% of the gross proceeds raised and issue broker’s warrants to purchase common shares in an amount of up to 10% of the aggregate number of shares issued, exercisable until July 20, 2013 at $0.85 per share. All the securities issued are subject to a four month hold period expiring on May 17, 2012 and May 20, 2012 respectively.

The Company has used the net proceeds: (i) to purchase Mosquito Consolidated Gold Mines Limited’s 3% NSR on the Cariboo Gold Quartz Property, Island Mountain Property and Mosquito Creek Property and acquire all their residual property interests in the Cariboo Gold Quartz Property; (ii) to retire its contractual obligations with Procon Mining Partnership; and (iii) to pay certain outstanding liabilities and to provide working capital.

The Company is in the process of seeking advisors and additional directors with the necessary experience to compliment its management team and bring additional managerial, technical and operational experience to develop its properties, as it prepares for the transition from a junior mineral exploration company to an established gold producer in British Columbia.

As part of the Equity Financing Standard Drilling & Engineering Ltd. sold 1,000,000 shares of the Company through the facilities of the TSX Venture Exchange at a price of $0.85 per share and used the proceeds from the sale towards its subscription for 2,764,706 units under the private placement. The company shares a common director with Barkerville and therefore the subscription constitutes a “related party transaction” (MI 61-101) as, the Company is exempt from the requirement to obtain an independent valuation and minority shareholder approval.

About Barkerville Gold Mines Ltd.

Since the mid 1990s the Company has focused on exploration and development of gold projects in the Cariboo Mining District in central B.C. The Company’s mineral tenures now cover over 117,691.14 hectares, encompassing seven past producing hard rock mines and three NI 43-101 gold deposits, including the QR Mine & Mill. The QR Property was acquired in February 2010 and includes a 900 tonne/day gold milling facility and a permitted gold mine located approximately 110 kilometers by highway and all-weather road from the Barkerville Gold Camp. Mining operations commenced at QR in the first quarter of fiscal 2011 and the Company began pouring dore gold in September 2010. In November 2010, the Company acquired a second permitted mill currently on care and maintenance in Revelstoke, B.C. for relocation to the Barkerville Gold Camp near Wells, B.C. and upgrade to a 3,000-tonne/day facility subject to government approvals. In November 2010 the Company and the Lhtako Dene First Nation also signed a Project Agreement in relation to its Bonanza Ledge and Cariboo Gold Projects. The Company has not hedged any of its future gold production.

The technical information in this News Release has been reviewed and approved by Chief Geologist Jim Yin, PhD, P.Geo., a qualified person as defined in National Instrument 43-101.

On behalf of the Board of Directors

J. Frank Callaghan, President and CEO

This news release contains forward-looking statements. Forward-looking statements are statements which relate to future events and conditions and therefore involve inherent risks and uncertainties. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our industry, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. All phases of the Company’s operations are subject to environmental regulation and governmental approval and permits and there can be no assurance that the Company will obtain all the requisite permits for future development. Mining is an inherently risky business with large capital expenditures and cyclical metals markets.