SASKATOON, SASKATCHEWAN--(Marketwire - Oct. 15, 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") is pleased to announce that it has entered into an engagement letter ("Engagement Letter") with Pope & Company Ltd. (the "Agent"), to complete an offering of Special Warrants by way of private placement (the "Offering"). The Agent has been engaged on a best efforts, agency basis to raise gross proceeds of up to $10 million, at an issue price of Cdn.$0.31 per Special Warrant ("Special Warrants").
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"). The Special Warrants will expire on the earlier of (i) five business days following the later of 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 TSX Venture Exchange policies.
Each whole Warrant will entitle its holder to purchase one additional Common Share for $0.75 and will expire 60 months after the date of the closing of the Offering, subject to acceleration of the exercise period in certain circumstances. If following the closing of the Offering, the Company's daily volume weighted average share price is $1.00 or more per share for 10 consecutive trading days on the TSX-V, or an equivalent stock exchange (the "Accelerating Event"), the exercise period of the Warrants will be reduced to 60 days post the Accelerating Event and if not exercised within such period the Warrants shall be deemed expired.
Under the terms of the Offering, the Company will agree to use its commercially reasonable efforts to obtain a final receipt for the Prospectus in certain Canadian jurisdictions, which will qualify for distribution the Common Shares and Warrants, and the Common Shares issuable upon exercise of the Warrants in accordance with its terms, issuable upon exchange of the Special Warrants, among other securities. In the event that on the date that is 60 days following closing of the Offering, receipts have not been issued in respect of the Prospectus by applicable Canadian securities authorities, each Special Warrant will be exchanged, at no additional cost, into one Unit and one tenth of one (0.1) Common Share (instead of one Unit) in accordance with the terms of the indenture to be entered into between the Company and an indenture trustee which will govern the terms of the Special Warrants.
The Agents will receive aggregate cash commission of 7% of the gross proceeds of the Offering and that number of broker warrants equal to 7% of the total Special Warrants placed. Each broker warrant will entitle its holder to purchase one Common Share for $0.31 for a period of 24 months from the closing date of the Offering.
GWMG plans to use the net proceeds from the Offering for advancing all mineral projects, in particular Rareco in South Africa, expansion of the value added capabilities at Less Common Metals and Great Western Technologies Inc., working capital and general corporate purposes.
The Offering is scheduled to close on or about November 3, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Jim Engdahl, President and CEO of Great Western Minerals Group said "We appreciate the support Pope & Company Ltd. has given us over the last few months. It allows us to aggressively advance our projects, in particular the Rareco project, which when in production, will make us the only completely vertically-integrated North American producer."
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.
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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