Conway Resources Inc.
TSX VENTURE : CWY

Conway Resources Inc.

October 06, 2009 06:00 ET

Conway Resources Amends Agreement for Ressources Mine Belleterre Inc. Acquisition

QUEBEC CITY, QUEBEC--(Marketwire - Oct. 6, 2009) - Conway Resources Inc. (TSX VENTURE:CWY)

- Final transaction closing date postponed until March 31, 2010

- Company in discussions with a number of strategic partners to finance the Belleterre property acquisition and development

Conway Resources Inc. (TSX VENTURE:CWY) is pleased to announce that it has amended the agreement for the acquisition of all the outstanding shares of Ressources Mine Belleterre Inc. ("RMB"), which owns a 100% exclusive interest in the Belleterre Mine property, to postpone the closing date of the transaction until November 30, 2009. If the Company is unable to obtain the necessary funds to complete the transaction before that date, it has until March 31, 2010, to complete a financing by way of prospectus or offering memorandum to finalize the transaction.

"This is excellent news for Conway", stated Laurent Beaudoin, President and CEO of Conway Resources. "We are presently in discussions with several potential strategic partners to finance the acquisition and development of the Belleterre property. Given the favourable gold market, we should be able to close this acquisition swiftly. As previously disclosed, the Belleterre Gold Mine produced 2.18 million tonnes of ore at an average grade of 10.73 g/t Au for a total of over 800,000 ounces of gold from 1936 to 1959, and still has historical resources that we plan to prove up once we acquire the property. There are also several areas on the property still to be explored."

The main terms of the amended agreement are as follows:

- Conway will issue 8,476,450 common shares at a deemed price of $0.05 per share, each accompanied by half a warrant to purchase one common share at $0.15 for a two-year period after closing, for a total of 4,238,225 warrants;

- Conway will issue 1,695,290 additional common shares on closing of the transaction or at the latest on November 30, 2009. These shares represent compensation for the extension obtained from the vendors;

- Conway assumes responsibility for RMB's $120,000 in accounts payable as of May 31, 2009.

- Conway will make cash payments of $150,000 in the second year and $250,000 in the third year. Conway's board of directors may choose to make half the stipulated cash payments in common shares of the Company's share capital, at a share price equal to the average trading price of its shares on the TSX Venture Exchange for the 20 business days preceding the payment date;

- Conway is to incur $1,500,000 in exploration expenses over three years, of which $639,400 has already been incurred;

- Conway will assume responsibility for the 2009 statutory work required to keep the property claims in good standing for 2009.

The TSX Venture Exchange assumes no responsibility for the adequacy or accuracy of this press release.

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