SASKATOON, SASKATCHEWAN--(Marketwire - Oct. 26, 2009) -
(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)
Great Western Minerals Group Ltd. (TSX VENTURE:GWG)(PINK SHEETS:GWMGF) ("GWMG" or the "Company") announced today that it has decided to reduce the size and terms of its offering of special warrants of the Company ("Special Warrants") by way of private placement (the "Offering"), which was previously announced on October 15, 2009. The Company has also closed the books for the Offering. The amendments to the terms and the closing of the offering are both subject to regulatory approval.
Due to overall weakness in the market, the Company has reduced the size of the Offering and the price for each Special Warrant to $0.28. In addition, the Company has also reduced the exercise price of each Warrant issuable upon exchange of each Special Warrant to $0.50. As a result of this advanced timeline, the Company expects closing to occur on or about November 4, 2009 and expects to realize total gross proceeds of approximately $2.5 Million.
Each Special Warrant will be exchangeable, for no additional consideration, for one common share in the capital of GWMG (each a "Common Share") and one-half of one Common Share purchase warrant (each a "Warrant"), subject to adjustment in certain circumstances. The Special Warrants will automatically be exchanged on the earlier of (i) five business days following a receipt being issued in respect of a final prospectus filed in certain Canadian jurisdictions (the "Prospectus") qualifying the securities issuable upon exchange of the Special Warrants; and (ii) four months following the closing date of the Offering. Each Special Warrant will be subject to statutory resale restrictions and, absent the clearing of the Prospectus in Canada, neither the Special Warrants nor the underlying securities may be traded in Canada during the period of four months following closing of the Offering except in accordance with applicable securities legislation and the policies of the TSX Venture Exchange (the "TSXV"). If a receipt for the Prospectus is not obtained from the applicable securities regulatory authorities by December 8, 2009, the holders of Special Warrants shall be entitled to receive, for no additional consideration, upon exchange of their respective Special Warrants, 1.1 Common Shares (instead of one Common Share) and one-half of one Warrant for each Special Warrant exchanged.
Each whole Warrant will entitle its holder to purchase one additional Common Share for $0.50 and will expire 60 months after the date of the closing of the Offering, subject to acceleration of the exercise period in certain circumstances. Following the closing of the Offering, if the Company's daily volume weighted average share price is $1.00 or more per Common Share for 10 consecutive trading days on the TSXV, or an equivalent stock exchange, the exercise period of the Warrants will be reduced to 60 days and if not exercised within such period the Warrants shall be deemed expired.
GWMG plans to use the net proceeds from the Offering to advance all of the Company's mineral projects, and in particular the acquisition of Rareco in South Africa, the expansion of the value added capabilities at Less Common Metals Limited and Great Western Technologies Inc., working capital and general corporate purposes.
Jim Engdahl, President and CEO of Great Western Minerals Group said, "We decided to cap the size of this offering at $2.5 million and close the books at this time as a result of the weakness in the market. At the time of the initial announcement, share prices in the sector were much higher. Closing this financing now will still keep us in a good cash position and allow us to move forward on our near-term development plans. With the global interest in the REE sector, and significantly increased interest in Great Western Minerals Group and our mine-to-market strategy, we believe that this weakness is just a short-term correction. We appreciate the support we received from those participating in this offer."
About Great Western Minerals Group Ltd.
Great Western Minerals Group Ltd. is a Canadian-based company with six rare earth exploration and development properties in North America with an option on a sizable additional property in South Africa. In addition, as part of the Company's strategy to pursue a vertically-integrated business model, the Company's wholly-owned subsidiaries of Less Common Metals Limited located in Birkenhead UK, and Great Western Technologies Inc., located in Troy, Michigan, produce a variety of specialty alloys for use in the battery, magnet and aerospace industries. These "designer" alloys include those containing copper, nickel, cobalt and the rare earth elements.
Email inquiries should be made to info@gwmg.ca and the company website is located at www.gwmg.ca. Inquiries by direct mail should be addressed to Great Western Minerals Group Ltd., 226 Cardinal Crescent, Saskatoon, SK S7L 6H8.
Further information on this financing can be obtained from Russell N. Starr, Head of Institutional Sales and Trading for Pope and Company Limited at (416) 588 6419.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction. The securities to be issued pursuant to the Offering by the Company have not and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
Certain information set out in this News Release constitutes forward-looking information, which may include information relating to estimates of sales and revenue of GWMG. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of the Company as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to the ability of the Company and the Agents to successfully complete the Offering, the ability of the Company to obtain a receipt for the Prospectus (whether in the anticipated timeframe or at all), risks, uncertainties and other factors that are beyond the control of the Company, risks associated with the industry in general, commodity prices and exchange rate changes, operational risks associated with exploration, development and production operations, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although the Company believes that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of the Company contained in this press release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.
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