South American Gold Project and Private Placement

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FSC / Press Release


Champlain Resources Inc. announces Due Diligence for South American Gold Project and Private Placement


Calgary, Alberta CANADA, May 19, 2011 /FSC/ - Champlain Resources Inc. (CPL - TSX Venture), ("Champlain" or the "Company") is pleased to announce a proposed non-brokered private placement for gross proceeds of up to $1,000,000 through the sale of up to 10,000,000 units (the "Units") at a price of $0.10 per Unit (the "Offering").


Each Unit will consist of one (1) common share ("Common Share") in the capital of the Company and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable for a period of one year (the "Warrant Exercise Period") following the issue date, and will entitle the holder to acquire one Common Share at an exercise price of $0.15.


Finder's fees, payable in cash at, and conditional upon, closing of the Offering, will be payable to arm's length finders or agents in an amount equal to 8.0% (inclusive of all applicable taxes) of the aggregate gross proceeds of the Offering raised by such finders or agents.


In the event that the volume weighted average closing market price of the Common Shares during any consecutive five (5) trading day period is equal to or greater than $0.15 per Common Share, then at the option of the Company and upon notice to the Warrant holders, the Warrant Exercise Period may be shortened such that all Warrants outstanding at such time shall expire seven (7) days from the date of such notice.


The Offering, which is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, is expected to close in one or more tranches, with the latest closing being on or before June 30, 2011.


The proceeds from the Offering will be used to fund the continued work programs on the Company's properties, to undertake due diligence on future projects and for general corporate and working capital purposes.


Champlain is currently undertaking due diligence on the acquisition of over 20,000 acres of mining permits in Guyana. When this due diligence is completed in the next 30 days, Champlain could acquire a 90% interest in over 20,000 acres, covering two exploration blocks. One exploration block is 9000 acres contiguous to the Omai Gold Mine, which has been a historic gold producer in Guyana. The second exploration block is approximately 12,000 acres and is located in the southwest Guyana.


The securities being offered pursuant to the Offering will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements.


This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


For further information please contact:


Mr. Troy Mochoruk

Chairman and Chief Executive Officer

#1614, 246 Stewart Green SW

Calgary, AB T3H 3C8

Tel: (403) 618-8989

[email protected]

>www.usetdas.com/PR/champlain19052011.htm


Source: Champlain Resources Inc. (CPL - TSX-V)

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