Gleichen Resources Ltd.
TSX VENTURE : GRL

Gleichen Resources Ltd.

February 04, 2010 16:49 ET

Gleichen Announces CDN$50,000,000 Bought Deal Financing

TORONTO, ONTARIO--(Marketwire - Feb. 4, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Gleichen Resources Ltd. (TSX VENTURE:GRL) (the "Company" or "Gleichen") announced today that it has entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. (the "Lead Underwriter") and co-led by BMO Nesbitt Burns Inc. and GMP Securities L.P. and including Dundee Securities Corporation and Jones Gable & Company Limited (collectively, the "Underwriters"). The Underwriters have agreed to purchase, on a bought deal basis, 50,000,000 common shares (the "Common Shares") of the Company, at a price of CDN$1.00 per Common Share (the "Offering Price"), for aggregate gross proceeds to Gleichen of CDN$50,000,000 (the "Offering").

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 7,500,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional CDN$7,500,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be CDN$57,500,000.

The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Common Shares may also be sold on a private placement basis to purchasers in other jurisdictions agreed by the Company and the Underwriters.

The net proceeds are intended to be used to fund Gleichen's acquisition from Desarrollos Mineros San Luis, S.A. de C.V. ("DMSL"), a wholly-owned subsidiary of Goldcorp Inc., all of the shares in the capital of Minera Media Luna, S.A. de C.V. ("MML") held by DMSL, representing 21.2% of the issued and outstanding shares of MML. Gleichen, through its direct and indirect subsidiaries, currently holds the other 78.8% of the issued and outstanding shares of MML. MML holds a 100% interest in the Morelos gold project in Mexico (the "Morelos Project"). Any remaining net proceeds will be used for general working capital and corporate purposes.

The Offering is expected to close on or about February 24, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Gleichen Resources Ltd., is a well funded, growth oriented Canadian mining company engaged in the exploration and development of precious metal resources with a focus on gold. It owns 78.8% of the Morelos Project, an advanced stage gold exploration property, located 180km southwest of Mexico City. The Company trades on the TSX Venture Exchange under the symbol "GRL". The Company's Board of Directors has approved a change of the Company's name to Torex Gold Resources Inc., pending approval at its next annual and special meeting of shareholders.

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Company's acquisition of the remaining 21.2% of the Morelos Project indirectly from Goldcorp Inc., future exploration and development plans concerning the Morelos Project, the adequacy of the Company's financial resources, business plans and strategy and other events or conditions that may occur in the future. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining industry such as economic factors as they effect exploration, future commodity prices, obtaining financing, market conditions, changes in interest rates, actual results of current exploration activities, government regulation, political, social or economic developments, environmental risks, insurance risks, capital expenditures, operating or technical difficulties in connection with development activities, personnel relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of resources and reserves, contests over property title, and changes in project parameters as plans for the Morelos Project continue to be refined as well as those risk factors included in the Company's public disclosure. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct.
Assumptions have been made regarding, among other things: the Company's ability to carry on its exploration and development activities planned for the Morelos Project, the timely receipt of any required approvals, the price of gold, the ability of the Company to obtain qualified personnel, equipment and services in a timely and cost-efficient manner, the ability of the Company to operate in a safe, efficient and effective manner, the ability of the Company to obtain financing on acceptable terms, the accuracy of the Company's resource estimates and geological, operational and price assumptions on which these are based and the regulatory framework regarding environmental matters. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company's expected financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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

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