SASKATOON, SASKATCHEWAN--(Marketwire - Nov. 6, 2009) -
(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)
Great Western Minerals Group Ltd. ("GWMG" or the "Company") (TSX VENTURE:GWG) (PINK SHEETS:GWMGF) is pleased to announce that it has closed its previously announced private placement of special warrants ("Special Warrants"). Pope & Company Limited of Toronto ("Pope & Company") acted as exclusive agent for the Company with respect to the sale of 8,964,886 Special Warrants for gross proceeds of $2,510,168.08 (the "Offering").
Each Special Warrant was issued pursuant to the terms of a special warrant indenture entered into between GWMG and Computershare Trust Company of Canada (the "Indenture") which governs the terms of the Special Warrants. Each Special Warrant is 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. If not previously exchanged, the Special Warrants will automatically be exchanged on the earlier of (i) five business days following the 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 is subject to a four month hold period.
When issued, each whole Warrant will entitle its holder to purchase one additional Common Share for $0.50 and will expire on November 6, 2014, 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 Common Share for 10 consecutive trading days on the TSX Venture Exchange, or an equivalent stock exchange (the "Accelerating Event"), the expiry date of the Warrants will be automatically amended to the date that is 60 days after 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 use its reasonable commercial efforts to obtain a final receipts for the Prospectus by December 8, 2009, which will qualify for distribution the Common Shares and Warrants underlying the Special Warrants, and the Common Shares issuable upon exercise of the Warrants and the warrants issued to Pope & Company in connection with the Offering (the "Broker Warrants"). In the event that receipts have not been issued by applicable Canadian securities authorities in respect of the Prospectus by December 8, 2009, each Special Warrant will be exchangeable, at no additional cost, into 1.1 Common Shares (instead of one Common Share) and one Warrant in accordance with the terms of the Indenture.
The Agents received aggregate cash commission of $165,645.77 in connection with the Offering and 591,592 Broker Warrants. Each Broker Warrant will entitle its holder to purchase one Common Share for $0.28 until November 6, 2011. Members of the Pro Group (as defined in the TSX Venture Exchange Corporate Finance Manual) subscribed for an aggregate of $25,760.00 of the Offering and insiders of the Company subscribed for an aggregate of $143,799.88 of the Offering.
GWMG plans to use the net proceeds from the Offering to advance all of its mineral projects, in particular the Rareco project in South Africa, expansion of the value added capabilities at Less Common Metals and Great Western Technologies Inc., and working capital and general corporate purposes.
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 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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