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Aston Bay Holdings Announces Closing of First Tranche of Private Placement

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By Accesswire

Vancouver, British Columbia – November 8, 2013 – Aston Bay Holdings Ltd. (TSX-V: BAY) ("Aston Bay" or the "Company") is pleased to announce that it has closed the first tranche of its non-brokered private placement, subsequent to its news releases of October 15, 2013 and October 30, 2013.

Pursuant to this first tranche of the offering (the "Offering"), the Company has issued a total of 52 non-flow-through units (the "NFT Units") at a price of $3,000 per NFT Unit, for gross proceeds of $156,000. Each NFT Unit consists of 20,000 non-flow-through common shares of the Company (the "NFT Shares") priced at $0.15 and 10,000 Warrants. Each Warrant entitles the holder to acquire an additional NFT Share at a price of $0.30 per NFT Share until November 8, 2015, subject to accelerated expiry in certain circumstances. No finder’s fees were paid in connection with closing of this first tranche of the Offering.

Up to 100 flow-through units of Aston Bay (the "FT Units") at a price of $2,750 per FT Unit continue to be available as part of the Offering, for additional gross proceeds of up to $275,000. Each FT Unit will consist of 10,000 flow-through common shares ("FT Shares") priced at $0.20 per FT Share, 5,000 non-flow-through common shares priced at $0.15 per NFT Share and 5,000 warrants. Each Warrant will entitle the FT Unit holder to acquire an additional NFT Share at a price of $0.30 per NFT Share for a period of two years from the date of issuance, subject to accelerated expiry in certain circumstances.

Proceeds of this Offering will be used for advancing the Storm Copper and Seal Zinc Projects and for general corporate purposes.

Certain directors, officers and other insiders of the Company participated in the first tranche of the Offering, having purchased 36 NFT Units, constituting related party transactions pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization.

All shares acquired by the placees in the first tranche of the Offering, and shares which may be acquired upon the exercise of the Warrants, will be subject to a hold period until March 9, 2014, in accordance with applicable Canadian securities legislation.

Following closing of this first tranche of the Offering, the Company has 24,895,000 common shares issued and outstanding.

About Aston Bay Holdings

Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 345,033 acre Storm Property located on northwest Somerset Island, Nunavut. The property hosts the Storm Copper and Seal Zinc prospects. Aston Bay holds the right to earn or buy up to a 100% undivided interest in the Storm Property from Commander Resources Ltd. (TSX-V: CMD).

On behalf of the Board of Directors,

Benjamin Cox, Chief Executive Officer

Telephone: (360) 262-6969

For further information about Aston Bay Holdings Ltd. or this news release, please visit our website at www.astonbayholdings.com.

Neither the TSX Venture Exchange Inc. 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 contains certain statements that may be deemed "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES