Gowest Amalgamated Resources Ltd.
TSX VENTURE : GWA

Gowest Amalgamated Resources Ltd.

December 19, 2008 15:04 ET

Gowest Enters Into Definitive Agreement to Acquire 100% Interest in Frankfield Project

TORONTO, ONTARIO--(Marketwire - Dec. 19, 2008) - Gowest Amalgamated Resources Ltd. (TSX VENTURE:GWA) ("Gowest" or the "Company") is pleased to announce that further to its prior press release of September 29, 2008, it has now entered a definitive agreement with New Texmont Explorations Ltd. ("New Texmont") pursuant to which it will acquire New Texmont's 50% interest in the Frankfield gold project as well as all of New Texmont's additional land holdings in the Tully area bordering the Frankfield project. Following the completion of the acquisition, Gowest will hold a 100% interest in the Frankfield project.

In consideration for New Texmont's 50% interest in the Frankfield project, the Company will issue 15,000,000 common shares to New Texmont and also grant New Texmont a sliding scale Net Smelter Royalty (the "NSR") equal to 1.00% at gold prices less than US$950.00 per ounce and 1.50% at gold prices equal to or greater than US$950.00 per ounce. The Company may purchase the NSR at anytime upon payment of $1,000,000 for each half percent (0.5%) of the NSR and will have a right of first refusal on any offer to purchase the NSR made by a third party. The Company will also make a one-time payment to New Texmont equal to the greater of $500,000 or 2,500,000 common shares upon a positive decision by the Company to place a mine into production and subject to satisfactory financing being committed to fully-fund such mine development. Following the completion of the proposed transaction, New Texmont will hold approximately 37.7% of the issued and outstanding common shares of the Company and will be deemed to be a "control person" under applicable securities legislation and the policies of the TSX Venture Exchange.

Closing of the transaction is expected to occur in February or March 2009, subject to the receipt of requisite shareholder and regulatory approvals, including the approval of the TSX Venture Exchange, and the satisfaction of certain closing conditions typical for a transaction of this nature. In connection with the transaction, the Company intends to file an updated technical report in respect of the Frankfield project and the additional properties to be acquired by the Company.

Completion of the proposed acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval. The proposed acquisition cannot close until required shareholder approval is obtained. There can be no assurance that the acquisition will be completed as proposed or at all. Trading in the securities of the Company should be considered highly speculative.

This press release contains forward looking statements based on assumptions, uncertainties and management's best estimates of future events, including regarding the completion of the proposed acquisition. Actual results may differ materially from those currently anticipated. Investors are cautioned that forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements are detailed from time to time in the Company's periodic reports filed with securities regulatory authorities.

The TSX Venture Exchange has in no way passed upon the merits of the proposed acquisition and has neither approved nor disapproved the contents of this press release.

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