January 6, 2010
ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR” or the “Company”) (TSX Venture: GWQ) is pleased to announce that it has closed a non-brokered private placement (the “Private Placement”) in the amount of $363,256 with the MineralFields Group. The Private Placement is MineralFields’ sixth financing of GWR.
“The continuing support from the MineralFields Group and our other investors has set the stage for GWR in 2010”, said GWR President Irvin Eisler. “The funds provided by the MineralFields Group, as well as the $719,637 raised under our previously announced private placement, will serve as a solid foundation for what is expected to be an exciting 2010 exploration program.”
Pursuant to the MineralFields Group Private Placement, GWR issued an aggregate of 3,027,131 units. Each unit is priced at $0.12 and consists 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”) has received: (a) a cash finder’s fee of $21,795.36 representing 6% of the gross proceeds from the Private Placement; (b) a cash due diligence fee of $7,628.38 representing 2% of the gross proceeds from the Private Placement including GST; and (c) a non-transferable option (the “LMDI Option”) to acquire 242,171 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 LMDI 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.
All the securities of GWR issued in the Private Placement are subject to a hold period which under the applicable securities laws and the Exchange policies expires on May 1, 2010.
The proceeds of the Private Placement will be used to fund the Company’s ongoing exploration program on the Company’s properties near Lac La Hache, B.C. The Private Placement is subject to the final acceptance by TSX Venture Exchange.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 www.mineralfields.com
. First Canadian Securities ® (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 ®.
For further information, please contact:
Responsible Officer: Irvin Eisler, President
Company Telephone Number: (250) 546-8048Neither 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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