June 17, 2010
ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR”) (TSX Venture: GWQ) is pleased to announce that, further to its last news release dated May 17, 2010, it has completed the second and final tranche of a brokered private placement (the “Private Placement”) through Canaccord Genuity Corp. (the “Agent”), and has issued 341,667 flow through units (“FT Units”) and 600,000 non-flow through units (“NTF Units”) at a price of $0.12 per unit, and raised gross proceeds of $113,000. This second tranche completes the exercise of the Agent’s over-allotment option in the aggregate amount of $150,000. 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 pleased that this financing was over-allotted and that the first phase of GWR’s 2010 exploration program at our Lac La Hache property is well underway. This program includes multiple “deep” holes and we are very encouraged from the initial results.”
Each FT Unit is comprised of one flow-through share and one warrant, each warrant being exercisable into one non flow-through share until December 16, 2011 at a price of $0.16 during the first 12 months and at $0.25 during the remaining 6 months. Each NFT Unit is comprised of one non flow-through share and one warrant, each warrant being exercisable into one non flow-through share until June 16, 2012 at a price of $0.16 during the first 12 months and at $0.25 during the remaining 12 months.
In consideration for providing its services in respect of the second tranche of the Private Placement, the Agent received: (i) a cash commission representing 10% of the gross proceeds of the second tranche; and (ii) non-transferable warrants to purchase 94,166 common shares of GWR (representing 10% of the number of units sold in the second tranche) until June 16, 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 second tranche of the Private Placement are subject to a hold period which under the applicable securities laws and the Exchange policies will expire on October 17, 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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