Great Western Minerals Group Ltd.
TSX VENTURE : GWG
PINK SHEETS : GWMGF

Great Western Minerals Group Ltd.

January 25, 2010 15:34 ET

Great Western Minerals Group Announces Closing of $8 Million Offering Including a Full Exercise of the Over-Allotment Option

SASKATOON, SASKATCHEWAN--(Marketwire - Jan. 25, 2010) -

(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 short form prospectus offering, raising gross proceeds of $8,050,000 for the Company. Pope & Company Limited of Toronto ("Pope & Company") acted as exclusive agent for the Company with respect to the sale of 28,750,000 units ("Units") of GWMG at a price of $0.28 per Unit (the "Unit Offering"). In connection with the Unit Offering, the Company granted Pope & Company an over-allotment option to require GWMG to issue up to an additional 15% of the Units actually sold at the closing of the Unit Offering, which Pope & Company exercised in order to increase the number of Units sold from 25,000,000 to 28,750,000.

Each Unit consists of one common share (a "Common Share") of GWMG and one-half of one Common Share purchase warrant (each whole warrant a "Unit Warrant"). Each whole Unit Warrant entitles 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 January 25, 2015, 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.

Pope & Company was paid a cash commission of $563,500 in connection with the Unit Offering and received an aggregate of 2,012,500 broker warrants to acquire up to 2,012,500 Common Shares at a price of $0.28 per Common Share until January 25, 2012.

GWMG is also pleased to announce that as a result of the filing of the Company's short form prospectus, the outstanding special warrants of the Company (the "Special Warrants") will be deemed to be exercised on January 28, 2010. Certificates representing the Common Shares and warrants issuable upon the deemed exercise of the Special Warrants will be sent to the former holders of the Special Warrants in accordance with the terms of the special warrant indenture dated November 6, 2009.

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, 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 an the risk factors contained in the Company's current Annual Information Form.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Great Western Minerals Group Ltd.
    Ron Malashewski
    Manager of Investor Relations
    (306) 659-4500
    or
    Great Western Minerals Group Ltd.
    226 Cardinal Crescent
    Saskatoon, SK S7L 6H8
    info@gwmg.ca
    www.gwmg.ca