Developing Royalty Assets
in North America

Ely Gold Announces Private Placement

February 18, 2011

Ely Gold & Minerals Inc. (the "Company") announces a proposed non-brokered private placement consisting of up to 10,000,000 units (the "Units") at a price of $0.25 per Unit, for gross proceeds of up to $2,500,000 (the "Offering"). The Units will be comprised of one common share and one-half of one share purchase warrant. One whole Warrant will entitle the holder to purchase one common share for a period of two years at a price of $0.40 per share provided that if at any time after four months after closing the Company's shares have a closing price equal to or higher than Cdn.$0.50 per Share for twenty (20) consecutive trading days, the Company may give notice to the holders of Warrants, by news release and/or letter sent to the most recent addresses of the holders on the Company's records, that the Warrants will expire at 4:30 p.m. (Vancouver time) on that date which is 10 days after the date of such news release.

The Company may, in appropriate circumstances, pay finder's fees comprising cash and/or securities in connection with the Offering. The Offering is subject to TSX Venture Exchange acceptance. All securities issued pursuant to the Offering will be subject to a four-month hold period from the closing date. The proceeds from the Offering will be used to advance the Company's projects, to fund acquisitions and for general corporate expenses.

The Company has also has arranged to satisfy $600,000 in debt by issuing 2,400,000 shares at $0.25 per share to satisfy debt owed to three directors of the Company. The debt settlement will not result in a change of control of the Company. The proposed settlement of debts is subject to acceptance by the TSX Venture Exchange. All shares issued pursuant to the debt settlement will be subject to a four month hold period from the closing date.

On Behalf of the Board of Directors

Signed "Trey Wasser"

Trey Wasser

For further information, please contact Ely Gold & Minerals Inc. at 604-488-1104.

E-mail: [email protected]; Website: www.elygoldandminerals.com


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.