December 23, 2008
ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR” or the “Company”) (TSX Venture: GWQ) is pleased to announce a non-brokered private placement (the “Private Placement”) in the amount of $500,000 with the MineralFields Group pursuant to which GWR proposes to issue an aggregate of 2,941,176 units. The Private Placement is subject to the approval by TSX Venture Exchange.
Each unit will be priced at $0.17 and will consist of one “flow-through” common share and one transferable common share purchase warrant, with each warrant entitling the holder to purchase one common share of GWR for a period of 24 months following the closing of the Private Placement (the “Closing”) at an exercise price of $0.20 per share.
Limited Market Dealer Inc. (“LMDI”) will receive a cash finder’s fee of $30,000 representing 6% of the gross proceeds from the Private Placement as well as a non-transferable option (the “LMDI Option”) to acquire 235,294 units of the Company (the “LMDI Units”) equivalent to 8% of the total units sold in the Private Placement. The LMDI Option is exercisable for a period of 24 months following the Closing into LMDI Units at an exercise price of $0.15 per LMDI Unit, each such unit consisting of one common share of the Company and one non-transferable warrant of the Company, with each such warrant entitling the holder to purchase one common share of GWR for a period of 24 months following the Closing at an exercise price of $0.20 per share.
“We are very pleased to do this 5th financing with MineralFields Group”, said Irvin Eisler, President of the Company. “This continuing relationship with MineralFields Group is an important ingredient for the ongoing growth of GWR Resources Inc. and the development of our mineral properties in British Columbia”.
The proceeds of this financing will be used to fund the Company’s ongoing exploration program on the Company’s properties near Lac La Hache, B.C.About MineralFields, Pathway and First Canadian Securities (r)
MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (r) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking,mergers and acquisitions, and mining industry consulting services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities (r).
For further information, please contact:
Responsible Officer: Irvin Eisler, President
Company Telephone Number: (250) 546-8048The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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