October 29, 2008
ARMSTRONG, BRITISH COLUMBIA — GWR Resources Inc. (“GWR”) (TSX Venture: GWQ) has made an application to TSX Venture Exchange (the “Exchange”) to approve amendments to the terms of an aggregate of 4,393,995 currently outstanding share purchase warrants (the “Warrants”) of GWR issued pursuant to its November 21, 2007 private placement with MineralFields Group. GWR’s Board of Directors has determined that it is in the best interests of GWR to effect this amendment in order to encourage the exercise of the Warrants and supplement GWR’s working capital, and further to encourage MineralFields Group to invest further into GWR in the foreseeable future. MineralFields Group has been an important investor into GWR over the last couple of years, and GWR looks forward to an ongoing, strong and mutually beneficial relationship with them.
The Warrants currently entitle holders to acquire one non flow-through common share (a “Share”) of GWR until November 21, 2008, at an exercise price of $1.75. Pursuant to the amendments, the expiry date of the Warrants would be extended from November 21, 2008 to November 21, 2009. In addition, the exercise price of the Warrants would be amended from $1.75 per Share to an exercise price of: (i) $0.35 per Share, if the amended Warrants are exercised in the period from the date of the amended Warrants until December 31, 2008; (ii) $0.50 per Share, if the amended Warrants are exercised in the period from January 1, 2009 until March 31, 2009; (iii) $0.65 per Share, if the amended Warrants are exercised in the period from April 1, 2009 until June 30, 2009; (iv) $0.80 per Share, if the amended Warrants are exercised in the period from July 1, 2009 until September 30, 2009; and (v) $0.95, if the amended Warrants are exercised in the period from October 1, 2009 until November 21, 2009.
If during the term of the amended Warrants, the closing price of GWR’s common shares on the Exchange exceeds during a period of 10 consecutive trading days (the “Premium Trading Days”) the applicable exercise price by the following private placement discount: (i) 25%, if the amended Warrant is exercised on or before March 31, 2009; and (ii) 20%, if the amended Warrant is exercised on or after April 1, 2009, then the amended expiry date will be deemed to be automatically accelerated as a result of which the amended Warrants will expire on earlier of the 37th calendar day following the tenth Premium Trading Day and November 21, 2009. All other terms and conditions of the Warrants are proposed to remain unchanged.
GWR expects to receive Exchange approval to the proposed amendments to the Warrants shortly, and will issue a further news release once such approval is obtained.
ABOUT GWR — GWR Resources Inc. is a British Columbia company with its exploration office in Lac La Hache, British Columbia. GWR’s property is comprised of approximately 65 square kilometres of contiguous claim groups located approximately 17 kilometres north northeast of Lac La Hache in south central British Columbia. The property is accessed by approximately 30 kilometres of all weather logging roads. Lac La Hache is located on B.C. Highway 97, and is serviced by B.C. Rail, B.C. Hydro, and natural gas. Operations on the property may be carried out 12 months of the year. GWR has accumulated the property and conducted exploration since 1988.
For further information, please contact:
Responsible Officer: Irvin Eisler, President
Company Telephone Number: (250) 546-8048The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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