News Releases

GWR Arranges up to $700,000 Flow-Through Financing With MineralFields Group

December 24, 2009

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 $700,000 with the MineralFields Group pursuant to which GWR proposes to issue an aggregate of up to 5,833,334 units. The Private Placement is subject to the approval by TSX Venture Exchange.

Each unit will be priced at $0.12 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 18 months following the closing of the Private Placement (the “Closing”) at an exercise price of $0.15 per share.

Limited Market Dealer Inc. (“LMDI”) will receive a cash finder’s fee of up to $42,000 representing 6% of the gross proceeds from the Private Placement as well as a non-transferable option (the “LMDI Option”) to acquire up to 466,667 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 18 months following the Closing into LMDI Units at an exercise price of $0.12 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 18 months following the Closing at an exercise price of $0.15 per share. In addition, LMDI will receive a cash due diligence fee of $14,000 representing 2% of the gross proceeds from the Private Placement, plus GST.

“We are very pleased to continue our relationship with MineralFields Group”, said GWR President Irvin Eisler. “This continuing relationship is an important ingredient for the ongoing growth of GWR Resources Inc. and the development of our mineral properties in British Columbia. We see this as a validation of our current exploration team and we will now have a solid financial footing for what is expected to be an exciting 2010 exploration program.” The Private Placement is MineralFields’ sixth financing of GWR.

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 ®

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 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.

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