Bowmore Exploration Ltd.

July 02, 2009 12:09 ET

BOWMORE Announces Closing of $4.2 Million Non-Brokered Private Placement

MONTREAL, QUEBEC--(Marketwire - July 2, 2009) - BOWMORE Exploration Ltd. (TSX VENTURE:BOW) ("BOWMORE") is pleased to announce the completion of its non-brokered private placement announced on May 19, 2009 (the "Private Placement"). BOWMORE sold a total of 21,000,000 Units at a price of $0.20 per Unit for gross proceeds of $4.2 Million. Each Unit consisted of one common share of BOWMORE (a "Share") and one-half of one common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant entitles the holder to acquire an additional Share at a price of $0.35 for a period of 48 months. The exercise of each Warrant is subject to acceleration provisions whereby, at any time after two years from the closing date, and upon the closing trading price of the Shares on the TSX Venture Exchange being at or above the price of $0.75 for 10 consecutive trading days, the Warrants shall expire on the earlier of: (i) the expiry date of such Warrants, or (ii) such date which is 30 days after the first business day following the date BOWMORE provides written notice to the holders of Warrants that the Warrants will expire at the end of such 30-day period.

All securities issued pursuant to the Private Placement bear a four month hold period expiring on November 1st, 2009.

OSISKO Mining Corporation ("OSISKO") acquired 15,000,000 Units for a total purchase price of $3.0 Million pursuant to the Private Placement and as part of its strategic partnership with BOWMORE announced on May 19, 2009. Upon closing of the Private Placement, OSISKO will own 15,000,000 Shares representing 39.1% of the Shares outstanding on a non-diluted basis and 22,500,000 Shares representing 40.4% of the Shares outstanding on a fully diluted basis.

As disclosed above, OSISKO acquired 15,000,000 Units in the private placement for gross proceeds of $3,000,000. OSISKO did not own any shares or other securities of Bowmore prior to the private placement. As a result of the transactions announced herein, OSISKO owns 15,000,000 Bowmore shares representing approximately 39.1% of the 38,364,984 issued and outstanding Bowmore shares. Assuming no issuance of shares pursuant to the exercise of warrants or options, OSISKO also owns 7,500,000 Warrants or 22,500,000 Shares on a fully diluted basis which would represents 49.1% of the issued and outstanding shares of Bowmore. The Bowmore shares are listed for trading on the TSX Venture Exchange under the trading symbol, "BOW". For the purposes of National Instrument 62-103 early warning reporting, the address of OSISKO is 1100, rue de la Gauchetiere Ouest, Bureau 300, Montreal, Quebec H3B 2S2. OSISKO has acquired the shares and Warrants of Bowmore for investment purposes, and has no current intention to increase the beneficial ownership, control or direction of Bowmore.

Under the terms of the strategic partnership OSISKO was granted the right to appoint two nominees to BOWMORE's board of directors. OSISKO's nominees are Robert Wares and Sean Roosen, Mr. Wares has been a director of BOWMORE since December 2007 and Mr. Roosen was appointed upon completion of the Private Placement.

Mr. Roosen is President, Chief Executive Officer and a director of OSISKO. Mr. Roosen is also the Chief Operating Officer of EurAsia Holding AG and a director of Nevoro Inc., a public mining company.

Mr. Wares has been instrumental in the exploration and development of OSISKO's Canadian Malartic gold deposit. Mr. Wares was President and Chief Executive Officer of OSISKO from August 1998 to March 2006 and has been Executive Vice-President and Chief Operating Officer of OSISKO since March 2006. In addition to BOWMORE and OSISKO, Mr. Wares is currently a director of Augusta Resource Corporation and Wildcat Silver Corporation.

Also effective upon closing, Mr. Daniel Lavallee resigned as a director of BOWMORE. BOWMORE would like to thank Mr. Lavallee for his contributions to BOWMORE and wish him the best in his future endeavours.

Mr. Paul Dumas, President and CEO of BOWMORE commented, "We are extremely pleased to have Osisko Mining Corporation as our major shareholder and strategic partner. As previously stated we have an established relationship with the executives of OSISKO and we respect their mine finding capabilities and proven track record. We look forward in continuing to build this relationship with Osisko and its executives as we develop our business. This partnership will provide us with access to a broad range of resources, contacts and knowledge that will benefit Bowmore and its shareholders. This alliance will create synergies which will significantly increase the chances of discovery while lowering exploration risk for both parties. We would also like to welcome Mr. Sean Roosen to the Board of Directors and look forward in working together. The contribution of Osisko's executive Mr. Robert Wares and recently appointed Mr. Roosen is greatly appreciated has they bring tremendous depth in terms of knowledge and experience to Bowmore."

The proceeds from the Private Placement will be used for exploration work on BOWMORE's Santa Elvira property in Mexico, new project acquisitions, development and for working capital purposes.


OSISKO MINING CORPORATION is currently developing the Canadian Malartic gold deposit and evaluating adjacent areas for a large-scale open pit, bulk-tonnage mining operation. The Canadian Malartic deposit currently represents one the biggest gold reserves in Canada for a single deposit, and is still growing through ongoing drilling on new mineralized zones. Current reserves for the Canadian Malartic property are 6.28 million ounces, plus an indicated resource of 1.4 million ounces and an inferred resource (including the Barnat deposit) of 2.75 million ounces. OSISKO is well-funded with approximately $440 million on hand.

OSISKO trades on the TSX under the symbol "OSK".


BOWMORE EXPLORATION LTD. is a Canadian exploration mining company focused on precious metal exploration in Mexico and in Quebec. Bowmore's Santa Elvira Property covers 563 hectares and is located in northern Mexico, 160 km northwest of Chihuahua, the state capital. The property is situated on the Sierra Madre Gold Trend which is part of the well known northwest tectonic gold trend where a number of multi-million ounce gold deposits have been discovered.

BOWMORE trades on the TSX Venture Exchange under the symbol "BOW".

Mr. Andre Ciesielski, P. Geo., is the Qualified Person for BOWMORE who has reviewed this news release and is responsible for the technical information reported herein.

Forward Looking Information

Certain statements contained in this Press Release may be deemed "forward-looking information" under Canadian provincial securities laws. All statements in this release, other than statements of historical fact, that address events or developments that BOWMORE or OSISKO expects to occur, constitute forward looking information. Forward looking information are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although BOWMORE or OSISKO as the case may be believes the expectations expressed in such forward-looking information are based on reasonable assumptions, including, in the case of OSISKO without limitation that all technical, economical and financial conditions will be met in order to put the Canadian Malartic Project into commercial production, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking information. Factors that could cause the actual results to differ materially from those in forward looking information include gold prices, access to skilled mining development and mill production personnel, results of exploration and development activities, BOWMORE or OSISKO's limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations market prices, continued availability of capital and financing and general economic, market or business conditions. These factors are discussed in greater detail in OSISKO's most recent Annual Information Form filed on SEDAR, and BOWMORE's disclosure documents filed on SEDAR, which also provide additional general assumptions in connection with these statements. BOWMORE and OSISKO caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on BOWMORE and OSISKO's forward-looking information should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. BOWMORE and OSISKO believe that the expectations reflected in those forward looking information are reasonable, but no assurance can be given that these expectations will prove to be correct.

Neither the 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.

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