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Nov 25, 2009
Golden Arrow Announces Planned Spin-Out Transaction
Golden Arrow Resources Corporation (GRG - TSX.V) ("Golden Arrow" or the "Company") is pleased to announce that it intends to complete a spin-out of its Peruvian and Colombian mineral assets to a new company ("Newco") under a statutory plan of arrangement (the "Arrangement").

The recently acquired four properties in Peru, in addition to the previously owned Rio Tabaconas project, will constitute a very important shareholder asset which because of its distinct geographical Peruvian location will be best developed by a newly created public company. This strategy will make it possible for Newco to focus on an aggressive exploration campaign on two already successfully drilled properties: Rio Tabaconas gold project and Cocha high-grade copper-silver discovery. Drill results on Rio Tabaconas includes 18g/t gold over 16 metres (news release dated October 17, 2001); and, drilling on Cocha includes 3.6% copper and 37.9g/t silver over 38 metres (Panthera Exploration news release dated January 11, 2008). The other three ideally located, but earlier stage properties, will be advanced though a series of surface work programs.

Newco will utilize the existing offices and network in Lima, Peru which were part of the acquisition and can fully accommodate a geological technical activity. This exciting corporate restructure will have an excellent opportunity focus on new discoveries.

Following the completion of the Arrangement, Golden Arrow will retain its Argentinean mineral assets and its royalty interest in Yamana Gold Inc.'s Gualcamayo property (the "Gualcamayo Royalty) and Newco will apply to be listed on the TSX Venture Exchange (the "TSX-V"). As management believes that the Company's share valuation is primarily driven by the Company's Argentinean properties and the Gualcamayo Royalty, management determined that it could maximize shareholder value by spinning out the Company's Peruvian and Colombian properties into a separate publicly listed company that could focus on the development of those properties.

Further details regarding the Arrangement will be set out in an information circular that will be sent to Shareholders and Warrantholders in advance of the special meeting of the Shareholders and Warrantholders that is planned to be held on December 23, 2009 to seek approval for the proposed Arrangement and other matters related thereto.

Plan of Arrangement

Under the proposed terms of the Arrangement, the holders (the "Shareholders") of common shares of Golden Arrow ("Golden Arrow Shares") will receive one common share of Newco (a "Newco Share") for each ten Golden Arrow Shares held at the effective date of the Arrangement (the "Effective Date"). The holders (the "Warrantholders") of common share purchase warrants of Golden Arrow ("Golden Arrow Warrants") will receive one common share purchase warrant of Newco (a "Newco Warrant") for each ten Golden Arrow Warrants held at the Effective Date. At the Effective date, the exercise price of outstanding Golden Arrow Warrants will be reduced by 10%. The exercise price of each Newco Warrant will be equal to the pre-adjustment exercise price of the Golden Arrow Warrants in respect of which the Newco Warrant was distributed. The completion of the Arrangement will be subject, among other things, to the approval of the TSX-V, the Supreme Court of British Columbia and the Shareholders and Warrantholders. The management and directors of Newco will be identical to the management and directors of Golden Arrow.

The Newco Shares and the Newco Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and will be issued pursuant to applicable exemptions from such registration requirements.

ON BEHALF OF THE BOARD

"Joseph Grosso"

Mr. Joseph Grosso, President & C.E.O.


For further information please contact Joseph Grosso, President & CEO or our Corporate Communications department at 604-687-1828 or toll free 1-800-901-0058 or fax 604-687-1858.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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.
 
 

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