Great Western Minerals Group Announces Filing of Final Prospectus
SASKATOON, SASKATCHEWAN--(Marketwire - Jan. 21, 2010) -
(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICESOR 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 entered into an agency agreement with Pope & Company Limited (the "Agent") to issue and sell up to 25,000,000 units ("Units") of GWMG at a price of $0.28 per Unit (the "Offering Price") for gross proceeds to the Company of up to $7,000,000 (the "Unit Offering"). Each Unit consists of one common share of GWMG (a "Unit Share") and one-half of one common share purchase warrant (each whole warrant a "Unit Warrant").
Each whole Unit Warrant shall entitle the holder thereof to purchase one Common Share for a price of $0.50 per common share (each a "Unit Warrant Share") until 4:00 p.m. (Saskatoon time) on the date which is five years from the closing of the Unit Offering, subject to acceleration of the exercise period in certain circumstances. If following the closing of the Unit Offering, the Company's daily volume weighted average share price is $1.00 or more per common share for ten consecutive trading days on the TSX Venture Exchange (the "TSXV"), or an equivalent stock exchange (the "Accelerating Event"), the exercise period of the Unit Warrants shall be reduced to the date that is sixty days following the Accelerating Event without any further action on the part of the Company or the holder of the Unit Warrants. In the event that the Unit Warrants are not exercised within such period, the Unit Warrants so amended shall be deemed to be expired.
The Company has also granted to the Agent an option (the "Over-Allotment Option"), exercisable in whole or in part at any time up to 48 hours prior to the closing of the Unit Offering, to require GWMG to issue up to an additional 15% of the Units actually sold at the closing of the Unit Offering at the Offering Price to cover over-allotments and for market stabilization purposes.
Closing of the Unit Offering is subject to certain conditions, including the approval of the TSXV, and is expected to take place on or about January 25, 2010.
GWMG also announces that it has filed a final short form prospectus in connection with the Unit Offering and in connection with an aggregate of 8,964,886 outstanding special warrants of the Company, which were originally issued on November 6, 2009 (the "Special Warrants") pursuant to a special warrant indenture dated November 6, 2009 (the "Special Warrant Indenture").
The Special Warrants are exercisable into an aggregate of 9,861,371 common shares (the "SW Shares") and 4,482,443 common share purchase warrants (the "SW Warrants") without the payment of any additional consideration on the exercise or deemed exercise of the Special Warrants. Each whole SW Warrant shall entitle the holder thereof to purchase one common share for a price of $0.50 per common share until 4:00 p.m. (Saskatoon time) on November 6, 2014, subject to acceleration of the exercise period in certain circumstances. Unless exercised earlier, the Special Warrants will be deemed to be exercised at 4:00 p.m. (Saskatoon time) on January 28, 2010, at which time the Company will cause certificates representing the SW Shares and SW Warrants to be issued to the former holders of Special Warrants as set forth on the register maintained by Computershare Trust Company of Canada pursuant to the Special Warrant Indenture.
A final short form prospectus containing important information relating to the Unit Offering and the Special Warrants has been filed with the securities commissions or similar authorities in British Columbia, Alberta, Saskatchewan and Ontario. Copies of the final short form prospectus may be obtained from the Corporate Secretary of Great Western Minerals Group Ltd., at 226 Cardinal Crescent, Saskatoon, Saskatchewan S7L 6H8 (telephone number: (306) 659-4500) and are also available electronically at www.sedar.com.
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 by the Company pursuant to the Unit Offering and the securities to be issued by the Company pursuant to the exercise of the Special Warrants 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 complete the Unit Offering, 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.