November 10, 2010
ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR”) (TSX Venture: GWQ) is pleased to announce that it has completed the second and final tranche of its previously announced brokered private placement (the “Private Placement”) through Canaccord Genuity Corp. (the “Agent”), by issuing 2,270,000 flow-through units (“FT Units”) at a price of $0.16 per FT Unit and 1,866,906 non flow-through units (“NFT Units”) at a price of $0.15 per NFT Unit, for gross proceeds of $643,236. This tranche included the exercise by the Agent of the full 10% over-allotment option respecting $140,000. This Private Placement has yielded total gross proceeds of $1,540,000. The net proceeds of this Private Placement will primarily be used for ongoing drilling of GWR’s Lac La Hache property and for general working capital.
Irvin Eisler, President of GWR, stated: “I am delighted to have completed this Private Placement, including full exercise of the over-allotment option. GWR is actively continuing its 2010 exploration program at our flagship Lac La Hache property. We are very encouraged by the results to date, as drilling has indicated a well developed, multi-gram gold trend in the Aurizon South Zone, during a period with record high gold prices, and a detailed ground magnetic survey and bedrock sampling program has supported new discovery and extension of the high-copper magnetite skarns within our Spout Lake Zones.”
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 10, 2011 at a price of $0.25 per share. 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 10, 2012 at a price of $0.25 per share.
In consideration for providing its services in respect of the second tranche of the Private Placement, the Agent received: (i) a cash commission representing 8% of the gross proceeds of the Private Placement; and (ii) non-transferable warrants to purchase 330,952 common shares of GWR (representing 8% of the number of units sold in the Private Placement) until May 10, 2012 at a price of $0.25 per share.
The 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 on this second tranche to the subscribers and to the Agent are subject to a hold period which under the applicable securities laws and the Exchange policies will expire on March 11, 2011.
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).
For further information, please contact:
Responsible Officer: Harley Sinclair, Executive Vice President
Company Telephone Number: (604) 687-0789
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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