Conway Resources Inc.

Conway Resources Inc.

March 09, 2010 09:41 ET

Conway Resources Enters Into an $800,000 Loan Agreement With First Gold Exploration so as to Acquire the Belleterre Mine

QUEBEC CITY, QUEBEC--(Marketwire - March 9, 2010) - Conway Resources Inc. (TSX VENTURE:CWY) and First Gold Exploration Inc. (TSX VENTURE:EFG) (FRANKFURT:F12) have entered into an $800,000 loan agreement that will enable Conway Resources Inc. to finalize the transaction for the acquisition of Ressource Mine Belleterre Inc. and meet the TSX Venture Exchange minimal working capital requirements. The loan bears monthly interest at 1% and matures in one year. It is also secured by all the assets of Conway. First Gold has transferred an amount of $800,000 to its In Trust account for the purpose of this transaction.

First Gold and Conway have also initiated discussions for First Gold to sell its 50% interest in the Croinor property for $5 million, which would be paid in units (shares and warrants) of Conway, cash or a combination of both.

The goal of these transactions is to create a gold producing company in the prolific Abitibi Temiscamingue area.

The two companies have until March 31, 2010, to conclude a firm letter of intent for the above-mentioned acquisition.

Blue Note Mining holds the remaining 50% interest in Croinor and has a 60-day right of first refusal that allows it to approve the transaction between First Gold and Conway or submit an equal offer to First Gold.

The agreement will also include the following conditions: approval by both Boards of Directors; satisfactory due diligence by both parties; receipt of shareholders' approval, if required; compliance with all regulatory requirements; approval by the TSX Venture Exchange; and execution of a firm Letter of Intent.

First Gold will also have three seats on Conway's Board of Directors and will become a major shareholder of the Company.

Notre-Dame Capital Inc. has been retained to act as financial advisor for the Company for this transaction. It will also have the mandate to raise $2 million by way of convertible debentures for Conway Resources. Mr. Richard Groome of Notre-Dame Capital is also a Director of First Gold Exploration.

The loan is subject to the approval of the TSX Venture Exchange.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

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