News Releases

GWR Arranges up to $1,750,000 Flow-Through Financing With MineralFields Group

November 29, 2010


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 up to $1,750,000 with the MineralFields Group pursuant to which GWR proposes to issue an aggregate of up to 6,250,000 units (the “Units”). The Private Placement is subject to the approval by TSX Venture Exchange (the “Exchange”).

Each Unit will be priced at $0.28 and will consist of one “flow-through” common share and one-half of one transferable common share purchase warrant of the Company, with each whole warrant entitling the holder to purchase one common share of the Company for a period of 24 months following the closing of the Private Placement (the “Closing”) at an exercise price of $0.50 per share; provided however, that if the closing sale price of the common shares of the Company on the Exchange is greater than $0.70 for at least 20 consecutive trading days in the period from 4 months plus one day from the Closing and any time thereafter the Company may accelerate the expiry date of the warrants by giving notice to the warrantholders by issuing a news release, and in such case, the warrants will expire on the 30th day after the date on which such notice is given by the Company.

Limited Market Dealer Inc. (“LMDI”) will receive (i) a cash finder’s fee of up to $102,000 representing 6% of the allowable portion of gross proceeds from the Private Placement; (ii) a non-transferable option (the “LMDI Option”) to acquire up to 485,714 units of the Company (the “LMDI Units”) representing 8% of the allowable portion of total Units sold in the Private Placement; and (iii) a due diligence fee. The LMDI Option will be exercisable for a period of 24 months following the Closing into LMDI Units. Each LMDI Unit will be priced at $0.28, will consist of one common share and one-half of one non-transferable common share purchase warrant of the Company and will otherwise have the same terms and conditions as the Units.

The net proceeds of this Private Placement will be used for general exploration expenditures on GWR’s Lac La Hache Property in British Columbia and Sainte Sabine Property in Quebec.

About MineralFields, Pathway and First Canadian Securities (r)

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver, Montreal and Calgary, 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) (a division of Limited Market Dealer Inc.) 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) 546-8048

Neither the 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.

The forward-looking information contained in this press release is made as of the date of this press release and, except as required by applicable law GWR does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires GWR to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.

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