Bowmore Exploration Ltd.

May 19, 2009 14:36 ET

BOWMORE Announces OSISKO Mining Corporation as Strategic Partner and $4.2 Million Non-Brokered Private Placement

MONTREAL, QUEBEC--(Marketwire - May 19, 2009) - BOWMORE Exploration Ltd. (TSX VENTURE:BOW), ("BOWMORE") is pleased to announce that it has signed a letter of intent with OSISKO Mining Corporation ("OSISKO") pursuant to which BOWMORE and OSISKO are to become strategic partners. Under the terms of the letter of intent, OSISKO is to acquire $3.0 Million of a proposed $4.2 Million non-brokered private placement (the "Private Placement") and, upon completion of the Private Placement, OSISKO is to have the right to appoint two nominees to BOWMORE's five member board of directors.

On May 11, 2009, BOWMORE announced a $1.0 Million non-brokered private placement. That private placement has been reorganized as a $4.2 Million non-brokered placement consisting of the sale of 21,000,000 Units at $0.20 per Unit for gross proceeds of $4.2 Million. OSISKO will acquire 15,000,000 Units for gross proceeds of $3.0 Million and the remaining 6,000,000 Units will be acquired by insiders of BOWMORE and OSISKO and by other accredited investors. Each Unit consists of one (1) common share of BOWMORE (the "Share") and one-half (1/2) of one common share purchase warrant (the "Warrants"). Each whole Warrant entitles the holder to acquire a common share of BOWMORE (the "Warrant Shares") at a price of $0.35 for a period of 48 months, provided that after two years have elapsed from the closing date, and upon the closing trading price of BOWMORE's common shares 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. BOWMORE currently has 16,728,984 shares outstanding on a non-diluted basis and 23,958,984 shares outstanding on a fully diluted basis. OSISKO does not currently own any securities of BOWMORE. Upon closing of the Private Placement, BOWMORE will have 37,728,984 shares outstanding on a non-diluted basis and 55,458,984 shares outstanding on a fully diluted basis, of which OSISKO will own 15,000,000 Shares (39.8%) of the shares outstanding on a non-diluted basis and 22,500,000 Shares (40.6%) of the shares outstanding on a fully diluted basis.

OSISKO's primary business objective is the exploration and development of the flagship Canadian Malartic gold deposit. OSISKO has also identified a number of grass-roots gold exploration opportunities in Canada and has selected BOWMORE as an exploration partner to advance these projects. BOWMORE currently has an option to acquire a 100% interest in the Santa Elvira gold-copper property in Mexico, which is of interest to OSISKO. The parties believe that their strategic alliance should create shareholder value for both BOWMORE and OSISKO, as OSISKO intends to involve BOWMORE in exploration projects that would not be suitable for OSISKO given its focus on the Canadian Malartic gold deposit, and thereby reduce OSISKO's exploration risk, and BOWMORE will benefit from deal flow generated by OSISKO.

Mr. Robert Wares, Executive Vice-President and COO of OSISKO is currently a director of BOWMORE. Pursuant to the private placement, OSISKO will have a right to appoint two nominees to Bowmore's five member board of directors. Mr. Wares will be one nominee of OSISKO and the second nominee is to be determined. 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.

Mr. Paul Dumas, President and CEO of BOWMORE commented, "We are extremely pleased to team up with OSISKO. We have an established relationship with the executives of OSISKO and we respect their mine finding capabilities. They have proven their mining and exploration capabilities with the "Canadian Malartic" project and we feel that this partnership will provide access to a broad range of resources and contacts that would 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."

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

Closing of the Private Placement is conditional on definitive documentation, satisfactory due diligence, receipt of all necessary shareholder and regulatory approvals and closing on or before July 31, 2009. As the Private Placement will result in OSISKO becoming a control person of BOWMORE, the TSX Venture Exchange will require BOWMORE to obtain shareholder approval of the Private Placement.


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 $450 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. Mineralization at Santa Elvira is hosted within a southwest shallow-dipping gold-copper iron skarn. At surface, the mineralized skarn can be mapped for at least 2 km and is associated with a broad aeromagnetic anomaly. Preliminary sampling of the pyrite-magnetite-bearing mineralization in the mine adits returned an average of 7.10 g/t Au and 0.91% Cu. Twenty-six samples from the more oxidized, shallow dipping skarn mantos taken from the outer part showed an average of 0.80 g/t Au and 0.57% Cu. Highest samples taken returned 51.50 g/t Au and 4.27% Cu.

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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