Glamis Resources Ltd.
TSX VENTURE : GLM.A
TSX VENTURE : GLM.B

Glamis Resources Ltd.

July 31, 2009 19:33 ET

Glamis Completes Private Placement and Sets Rights Offering Record Date

CALGARY, ALBERTA--(Marketwire - July 31, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Glamis Resources Ltd. ("Glamis") (TSX VENTURE:GLM.A) (TSX VENTURE:GLM.B) is pleased to announce that it has completed the remaining tranche of the non-brokered unit and share private placement that was announced on July 15, 2009 (the "Private Placement"). Under this final tranche, Glamis has issued an additional 12,227,577 class A shares ("Class A Share") at a price of $0.38 per Class A Share and 4,341,190 units ("Units") at a price of $0.38 per Unit. Each Unit is comprised of one Class A Share and one Class A Share purchase warrant exercisable for a price of $0.54 subject to certain share performance criteria being satisfied. Glamis has issued a total of 12,227,577 Class A Shares and 27,137,455 Units pursuant to the Private Placement for aggregate proceeds of $14,958,712. The Units issued under the Private Placement are subject to contractual escrow with one-third of the Units being released each year following issuance. The Class A Shares issued under the Private Placement are also subject to contractual escrow with one-third of the Class A Shares being released each six months following issuance.

Glamis has set August 13, 2009 (the "Record Date") as the record date for the rights offering to the holders of Class A Shares that was announced on July 15, 2009 (the "Rights Offering"). Pursuant to the Rights Offering, each holder of Class A Shares on the Record Date will receive one transferable right (a "Right") for every Class A Share held. Every four (4) Rights will entitle the holder to purchase one Class A Share at a price of $0.38 until the Rights expire at 4 p.m. (Calgary time) on September 4, 2009 (the "Expiry Date"). There is no additional subscription privilege and no standby guarantee.

The Class A Shares are expected to commence trading on the TSXV on an ex-rights basis at the opening of business on August 11, 2009. This means that Class A Shares purchased on or following August 11, 2009 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a "when issued" basis on the TSXV under the symbol "GLM.A.RT". Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.

The holders of the Class A Shares issued pursuant to the Private Placement have agreed not to participate in the Rights Offering and will not be entitled to exercise, sell or convey any Rights. The holders of Class A Shares to be issued pursuant to the $1.25 bought deal financing and corporate acquisitions announced by Glamis on July 23, 2009 will not be entitled to participate in the Rights Offering as those transactions will close subsequent to the Record Date. Accordingly, a maximum of approximately 6,620,423 Class A Shares (assuming the exercise of all outstanding options) will be issued pursuant to the Rights Offering for gross aggregate proceeds of approximately $2.5 million. Glamis will use the proceeds of the Rights Offering for general corporate purposes.

A rights offering circular, together with rights certificates, will be mailed to eligible holders of Class A Shares as soon as possible following the Record Date. Registered shareholders wishing to exercise their rights must forward the completed rights certificates along with the applicable funds to the subscription agent for the Rights Offering, Olympia Trust Company (the "Subscription Agent"), by the Expiry Date. Shareholders who own their Class A Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The Rights Offering will be made in all provinces of Canada, except Quebec, and in such other jurisdictions where Glamis is eligible to make such offering (the "Qualifying Jurisdictions"). Rights certificates will not be issued and forwarded by Glamis to holders of Class A Shares not resident in the Qualifying Jurisdictions. Instead, Rights otherwise issuable to such holders will be issued to and held by the Subscription Agent, which will use its best efforts to sell the Rights on behalf of all such holders prior to the Expiry Date and then forward the net proceeds pro rata to such holders.

Glamis Resources Ltd. is a uniquely positioned, well-capitalized junior oil and gas company with a proven management team committed to aggressive, cost-effective growth of light oil reserves and production in Saskatchewan and Manitoba. Glamis' Class A Shares and Class B Shares trade on the TSX Venture Exchange under the symbols GLM.A and GLM.B, respectively.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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.

Contact Information

  • Glamis Resources Ltd.
    Trent J. Yanko, P.Eng.
    President and CEO
    (403) 265-7200
    (403) 265-7150 (FAX)
    or
    Glamis Resources Ltd.
    Matt Janisch, P.Eng.
    Vice-President, Finance & CFO
    (403) 265-7200
    (403) 265-7150 (FAX)
    or
    Glamis Resources Ltd.
    440, 333 - 5th Avenue S.W.
    Calgary, AB T2P 3B6