Garrison International Ltd.

Garrison International Ltd.

March 18, 2008 09:34 ET

Garrison International Ltd. Announces Private Placement of Common Share Units

TORONTO, ONTARIO--(Marketwire - March 18, 2008) - Garrison International Ltd. (TSX VENTURE:GAU) (the "Company" or "Garrison") is pleased to announce that it has executed a share purchase agreement with Asia Goldworks Limited ("AGL"), pursuant to which AGL will invest $5,000,000 in the Company by acquiring up to 50,000,000 common shares units ("Units") of Garrison.

Garrison will conduct this unbrokered financing in three tranches, each tranche being subject to approval by the TSX Venture Exchange (the "TSX-V"). Garrison proposes that the first closing will occur following approval of the financing by the TSX-V. The second and third tranches will be subject to the additional requirement of approval by Garrison's shareholders. A total of $3,000,000 will be raised through the offer and sale of 30,000,000 Units at the first and second closings. A total of $2,000,000 will be raised at the third closing.

Each Unit will consist of one common share of Garrison and one common share purchase warrant that will entitle the holder to purchase one common share of Garrison. The purchase warrants will be exercisable for a period of 18 months from the date of issue.

The Unit price for the first and second tranches will be $0.10 and the exercise price of the purchase warrants included in the Units then sold will be $0.12 per common share.

If the third closing occurs prior to or on May 2, 2008, the Units offered at that closing will be sold at $0.10 per Unit, with each purchase warrant included in those Units being exercisable at $0.12 per common share of Garrison. If the third closing does not occur prior to that deadline, Garrison will close the third tranche of the financing as a separate private placement, for which approval of the TSX-V will be sought and required. The Unit price for the third tranche (if it closes after May 2, 2008) will be the greater of (a) $0.10 per Unit or (b) the permissible Discounted Market Price (as defined under the policies of the TSX-V). The purchase warrants distributed in the third tranche (if it closes after May 2, 2008) will carry an exercise price 2 cents higher than the purchase price of the Units in that tranche.

Under the share purchase agreement, the first tranche of this financing is proposed to occur on Tuesday, March 25, 2008 and the second tranche will occur on or before the third business day following a special meeting of shareholders to approve the second and third tranches. However, Garrison and AGL may close the second tranche of the financing prior to that shareholder meeting being held, on condition that the Units and proceeds would be held in escrow until the shareholder meeting is held and shareholder approval is obtained.

The parties have agreed that, as conditions to this financing: (i) Mr. Victor Ruimy and Ms. Amilia DiFalco will resign from the board of directors of Garrison immediately prior to the second closing, and AGL shall have the right to nominate two directors of its choosing; (ii) the shareholder loan by Mr. Haligua-Cohen (a former director of Garrison) or affiliates to Garrison (in the principal amount of $583,900) shall be repaid from the proceeds of the first and second closings, and (iii) beginning at the first closing, the unpaid balance of the shareholder loan will accrue interest at 9.9% per annum, to be repaid with the principal at the second closing. As a precondition to repaying that loan, Mr. Haligua-Cohen will be required to sign a standstill and support agreement under which he would have an obligation to support the conclusion of the financing by AGL and related transactions.

All securities issued in connection with this financing will be subject to a hold period of four months plus one day from their respective closing dates.

The value of Garrison's listed shares at closing on Monday, March 17, 2008 was $0.06.

About the Company

Garrison is a junior mineral exploration company focused on acquiring and developing advanced stage gold properties in Mongolia. For complete details on Garrison International Ltd. and its partners, management encourages investors and interested parties to view its public documents filed on SEDAR at

For all Garrison International Ltd. investor relations needs, investors are asked to visit the Garrison International IR Hub at where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to where they can also request to be added to the investor e-mail list to receive all future press releases and updates in real time.


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements in this news release, other than statements of historical fact, are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of Garrison International Ltd. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Garrison International Ltd. assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

Shares Outstanding - 67,738,057

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