Gowest Amalgamated Resources Ltd.
TSX VENTURE : GWA

Gowest Amalgamated Resources Ltd.

December 08, 2006 10:58 ET

Gowest Amalgamated Resources Ltd. to Raise up to $297,500

TORONTO, ONTARIO--(CCNMatthews - Dec. 8, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWS WIRE SERVICES

Gowest Amalgamated Resources Ltd. (TSX VENTURE:GWA) ("Gowest") announces that it intends to complete a non-brokered private placement financing of up to 1,700,000 flow through units (the "Units") at a price of $0.175 per Unit to raise gross proceeds of up to $297,500.

Each Unit shall consist of one flow through common share ("Common Share") and one-half of one flow through share purchase warrant exercisable at $0.30 per share (the "First Warrant") and one-half of one flow through share purchase warrant exercisable at $0.45 per share (the "Second Warrant"). Each whole First Warrant shall be exercisable to acquire one flow through common share (the "First Warrant Share") at a price of $0.30 per share for a period of 12 months (the "First Warrant Term") from the closing, provided that if after four months and one day following the closing, the closing price of the Common Shares on the principal market on which such shares trade is equal to or exceeds $0.45 for 20 consecutive trading days, then, at the option of Gowest, the First Warrant Term shall automatically accelerate to the date which is 30 days following the date a press release is issued by Gowest announcing the reduced First Warrant Term. Each whole Second Warrant shall be exercisable to acquire one flow through common share (the "Second Warrant Share", and collectively with the First Warrant Share, the "Warrant Shares") at a price of $0.40 per share for a period of 24 months (the "Second Warrant Term") from the closing, provided that if after four months and one day following the closing, the closing price of the Common Shares on the principal market on which such shares trade is equal to or exceeds $0.60 for 20 consecutive trading days, then, at the option of Gowest, the Second Warrant Term shall automatically accelerate to the date which is 30 days following the date a press release is issued by Gowest announcing the reduced Second Warrant Term. The Common Shares, First Warrants, Second Warrants and Warrant Shares will be flow through shares under the Income Tax Act, Canada. More particularly, the gross proceeds received for Units and the proceeds, if any, received on the exercise of the Warrants will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act, Canada) related to exploration programs of the Corporation.

Registrants assisting in the financing will receive, among other consideration, broker warrants (the "Broker Warrants") equal to 7% of the aggregate number of Units sold in the financing. Each Broker Warrant shall be exercisable for one Unit of Gowest (which is not a flow through share under the Income Tax Act, Canada) at a price of $0.175 for a period of twelve months from the closing.

The gross proceeds of the financing and the proceeds, if any, received on the exercise of the First Warrants and the Second Warrants will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act, Canada) related to exploration programs of Gowest to be conducted on Gowest's properties.

Completion of the financing is subject to receipt of TSXV approval. All of the securities issuable in connection with the financing are subject to a hold period expiring four months after the closing date.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Gowest Amalgamated Resources Ltd.
    Ronald J. Bradshaw
    President
    (519) 538-5858
    (519) 538-5530 (FAX)