May 17, 2010
ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR”) (TSX Venture: GWQ) is pleased to announce that it has completed the first tranche of a brokered private placement (the “Private Placement”) through Canaccord Genuity Corp. (the “Agent”), by issuing 8,824,999 flow through units (“FT Units”) and 3,983,333 non-flow through units (“NTF Units”) of GWR at a price of $0.12 per unit, and raising gross proceeds of $1,536,999.84. This first tranche included partial exercise of the Agent’s over-allotment option in the amount of $36,999.84. A second tranche is anticipated to close shortly regarding the balance of the over-allotment option (to raise up to $113,000.16), although this cannot be assured. The net proceeds of the Private Placement will be used by GWR for ongoing drilling of its Lac La Hache property and for general working capital.
Irvin Eisler, President of GWR, stated: “I am delighted at Canaccord’s support and that GWR now has sufficient funding in order to complete the first phase of the 2010 exploration program at our Lac La Hache property. This program includes multiple “deep” holes and, based upon GWR’s previous drill results and the discoveries from “deep” drilling by other companies on the Quesnel Trough, we are very encouraged.”
Each FT Unit is comprised of one flow-through share of GWR and one warrant, each warrant being exercisable into one non flow-through share of GWR until November 14, 2011 at a price of $0.16 during the first 12 months and at a price of $0.25 during the remaining 6 months. Each NFT Unit is comprised of one non flow-through share of GWR and one warrant, each warrant being exercisable into one non flow-through share of GWR until May 14, 2012 at a price of $0.16 during the first 12 months and at a price of $0.25 during the remaining 12 months.
In consideration for providing its services in the Private Placement, the Agent received: (i) a cash commission representing 10% of the gross proceeds of the Private Placement; (ii) a corporate finance fee; and (iii) non-transferable warrants to purchase 1,280,833 common shares of GWR (representing 10% of the number of units sold in the Private Placement) until May 14, 2012 at a price of $0.16 per share in the first year and $0.25 per share in the second year.
TSX Venture Exchange (the “Exchange”) has conditionally approved the Private Placement, and their final approval is subject to, among other things, GWR filing final documentation in connection with the Private Placement pursuant to policies of the Exchange. All the securities of GWR issued to the subscribers and to the Agent pursuant to the Private Placement are subject to a hold period which under the applicable securities laws and the Exchange policies will expire on September 15, 2010.
The securities sold in the Private Placement have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”), and have not been offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act).
About GWR Resources Inc.
GWR RESOURCES INC. is an active mineral exploration company, currently exploring multiple zones containing commercial grades of copper and gold within its large Lac La Hache copper-gold porphyry project. GWR’s project is in the prolific Quesnel Trough area of British Columbia, between producing mines at Imperial Metals’ Mt. Polley Copper-Gold Mine and New Gold Inc.’s New Afton Copper-Gold project (Teck-Cominco’s legendary Afton mine). The Lac La Hache project is well-served by rail, road and power infrastructure.
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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