Conway Resources Inc.
TSX VENTURE : CWY

Conway Resources Inc.

August 31, 2010 22:35 ET

Conway Resources Announces Debt Settlement and Amends Terms of Convertible Debenture

QUEBEC CITY, QUEBEC--(Marketwire - Aug. 31, 2010) - Conway Resources Inc. ("Conway" or the "Company") (TSX VENTURE:CWY) announces that is has reached an agreement with a supplier for the settlement of related debts of $63,932.93. As a result, Conway will issue an aggregate of 1,278,659 common shares and 1,278,659 warrants, each warrant entitling the holder to purchase an additional common share of the Company at $0.10 per share for a twelve-month period. The securities issued in relation with the debt settlement will be subject to a restricted period of four months and one day.

Furthermore, the Company amended the terms of the convertible debenture announced on June 29, 2010. To that effect, the Company is presently negotiating a convertible debenture private placement for an amount of $200,000 (the "Debenture" or "Convertible Debenture") that will be reimbursable in cash or gold, at the option of the holder. The Debenture will be convertible into common shares of the Company at the option of the holder at a price of $0.10 per share for a 9-month period (the "Maturity Date"), and bears interest at a rate of 10% annually, payable monthly in cash or gold, at the option of the holder. It will also be accompanied by 2,000,000 warrants. Each warrant will entitle the holder to subscribe to one additional common share of the Company at a price of $0.10 for a 9-month period following issuance.

The Company will be able to reimburse the Convertible Debenture at any time after the 5th month following its issuance, in cash or gold at the option of the holder, subject to a minimal reimbursement equal to 50% of the principal amount.

The Convertible Debenture will be the object of a finder's fee for an amount corresponding to 10% of the total Convertible Debenture. The net proceeds from this Convertible Debenture will be used for the Company's working capital purposes. The underlying shares to be issued pursuant to the conversion of the Convertible Debenture and the exercise of the warrants under the Convertible Debenture are subject to a restricted period on resale of four months and one day.

The Convertible Debenture also grants the holder a right of first refusal with respect to private placements by the Company. Thus, as long as the Convertible Debenture is in effect or up until full payment is made, the Company must first offer the holder the option of subscribing to the Company's private placements under the same terms and conditions as provided for in such private placements, to allow the holder the option of maintaining its percentage holding of common shares of the Company. 

These transactions are subject to regulatory approval.

About Conway Resources Inc.

Conway is a mining exploration company with four gold properties and one rare metals property in Quebec. Its main asset is the Belleterre Mine property. The property is the site of the old Belleterre mine, which produced 350 tonnes per day from four shafts between 1936 and 1959. A total of 2.18 million tonnes of ore at an average grade of 10.73 g/t Au were extracted from the mine, primarily from vein 12 (95% of production). Earlier reports indicate the presence of at least 21 veins on the property.

More information can be found on Conway's website at www.ressources-conway.com.

Forward-Looking Statements

This press release contains certain forward-looking statements that might involve uncertainty, time frames, and/or known and unknown risks beyond the Company's control. The Company's actual results, performance and achievements may differ materially from the results, performance and achievements implied by such forward-looking statements. Factors that could cause actual results to differ from those implied by forward-looking statements include, in particular, changes in the market gold price, the value of the Canadian dollar or the grade of the ore mined and unanticipated difficulties in mining activities that could have an impact on operating revenues and costs, as well as uncertainty regarding government regulations. 

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

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