Waterloo Resources Ltd.
TSX VENTURE : WAT.P

September 17, 2009 19:30 ET

Waterloo Completes Its Qualifying Transaction and Related Financing; Shares to Resume Trading on the TSX-V

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 17, 2009) - Waterloo Resources Ltd. (TSX VENTURE:WAT.P) ("Waterloo" or the "Company") is pleased to announce that it has completed and received final acceptance from the TSX Venture Exchange (the "Exchange") in respect of the Company's qualifying transaction originally announced on September 24, 2008 and described in detail in the Company's Filing Statement dated August 14, 2009 (available under the Company's profile at www.sedar.com). Pursuant to the qualifying transaction, the Company has entered into an agreement (the "Option Agreement") with Eagle Plains Resources Ltd. (TSX VENTURE:EPL) ("Eagle Plains") whereby Waterloo has a right to earn up to a 60% interest in the Ice River Property located 45 km east of Golden in British Columbia, Canada for $510,000 cash, 750,000 post-split common shares and $3 million in exploration expenditures all over a five year period ending on September 27, 2014. The Company has the right to earn an additional 15% in the property by paying all expenditures to prepare a bankable feasibility study by September 27, 2017.

In addition, the Company has closed a non-brokered private placement pursuant to which it raised $520,000.

Closing of Private Placement

At the closing of the private placement, the Company issued 3,200,000 units at a price of $0.10 per unit and 2,000,000 "flow-through" units at a price of $0.10 per unit, for aggregate gross proceeds of $520,000. Each unit consists of one non-flow-through common share of Waterloo and one warrant. Each flow-through unit consists of one flow-through common share and one warrant. Warrants comprising both the units and flow-through units are transferable (subject to applicable securities laws) and entitle the holder thereof to purchase one non-flow-through common share of Waterloo at a price of $0.155 per share until September 14, 2014.

All securities issued or issuable under the private placement are subject to a four-month hold period expiring on January 15, 2010 pursuant to applicable Canadian securities laws and the policies of the Exchange.

The Resulting Issuer and Resumption of Trading

Following the Exchange's acceptance of the Option Agreement and the completion of the non-brokered private placement, Waterloo has 9,940,000 issued and outstanding common shares (including the first 100,000 shares issuable to Eagle Plains under the Option Agreement) and 5,200,000 warrants outstanding that entitle the holders to purchase an equal number of common shares. A total of 80,000 stock options are also outstanding.

As indicated in the bulletin issued by the Exchange today, Waterloo will resume trading on the Exchange at market open on Friday, September 18, 2009. The Company will be classified as a Tier 2 "junior natural resource mining" company with the trading symbol "WAT".

ON BEHALF OF WATERLOO RESOURCES LTD.

Marcel de Groot, Chief Executive Officer and Director

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

  • Waterloo Resources Ltd.
    Sam Wong
    (604) 628-1161
    (604) 688-0094 (FAX)