Great Western Minerals Group Ltd.

Great Western Minerals Group Ltd.

April 20, 2009 15:08 ET

Molycorp Minerals, LLC Signs Letter of Intent to Acquire Controlling Interest in Great Western Minerals Group

GREENWOOD VILLAGE, COLORADO AND SASKATOON, SASKATCHEWAN--(Marketwire - April 20, 2009) - Molycorp Minerals, LLC ("Molycorp") and Great Western Minerals Group Ltd. ("GWMG") (TSX VENTURE:GWG) (PINK SHEETS:GWMGF) (are pleased to announce that they have entered into a non-binding letter of intent (the "Letter of Intent") wherein Molycorp would acquire a controlling interest in GMWG pursuant to a share issuance, merger, amalgamation, or other form of business combination (the "Proposed Transaction").

Molycorp is a Delaware limited liability company with headquarters in Greenwood Village, Colorado, and is a private, US mining and technology company that produces and markets rare earth products. Molycorp is primarily owned by Resource Capital Fund IV L.P., Pegasus Partners IV, LP, The Goldman Sachs Group, Inc. and Traxys North America LLC. As the owner of one of the world's richest rare earth deposit outside of China and a leader in rare earth technology development, Molycorp's expertise has provided breakthroughs in industries as varied as military, computing and automotive. As the leading western supplier, Molycorp markets rare earth materials from its world class rare earth deposit and mining operation in Mountain Pass, California. In addition, Molycorp maintains a joint venture with Sumitomo Metals, called Sumikin Molycorp, which markets rare earth products in Asia and produces permanent magnet materials in Japan.

Great Western Minerals Group Ltd. is a Canadian-based company exploring for, and developing, strategic metal resources in North America and South Africa. Pursuing a vertically-integrated business model, the Company's wholly-owned subsidiaries of Less Common Metals Limited located in Birkenhead UK, and Great Western Technologies Inc., located in Troy, Michigan, produce a variety of specialty alloys for use in the battery, magnet and aerospace industries. These "designer" alloys include those containing copper, nickel, cobalt and the rare earth elements.

Under the terms of the Letter of Intent, by July 31, 2009, Molycorp and GWMG will negotiate a definitive agreement (the "Definitive Agreement") whereby Molycorp proposes to issue new, non-voting shares of Molycorp in exchange for new and/or existing GWMG common shares. The ratio of the share exchange will be based on a mutually acceptable valuation ("Agreed Valuation") of both companies. GWMG and Molycorp will retain an independent valuation consultant who will be charged with determining the value of GWMG and the value of Molycorp, using an identical valuation methodology for both companies. As one of the conditions of the Proposed Transaction proceeding, each of GWMG and Molycorp must be satisfied with the valuations which will be the basis for the ratio of the share exchange. The composition board of directors and senior officers of GWMG subsequent to the Proposed Transaction will be subject to the terms of the Definitive Agreement.

The Letter of Intent is subject to an "Exclusivity Period" until August 31, 2009 (or sooner based on mutual agreement), during which, both parties agree to negotiate the final terms and conditions for the Definitive Agreement. During the Exclusivity Period, GWMG shall continue to operate its business in the ordinary course.

In addition, GWMG and Molycorp intend to negotiate an unsecured convertible $1,000,000 loan from Molycorp at an interest rate of 10 % per annum to fund the ongoing cost of operations and debt service obligations. The final terms of the loan, including its conversion features will be negotiated as soon as possible and will be the subject of a further press release.

Mark Smith, CEO of Molycorp said, "We are excited by the benefits and opportunities that this transaction will provide by combining the operations of our two companies. This transaction represents the next step in Molycorp's strategy of going from mine to magnets and will immediately provide Molycorp with access to the technology, people and facilities to take the rare earth materials produced at Molycorp's Mountain Pass, California operation and further refine them into the rare earth alloys that are necessary for production of high power magnets and other rare earth materials required for the production of hybrid and electric cars, wind power turbines, energy efficient lighting, high tech applications and numerous advanced defense systems. We believe that this transaction offers significant potential value for both Molycorp and Great Western Minerals Group shareholders, and will position the combined operations for what we believe to be significant future growth."

Jim Engdahl, President and CEO of Great Western Minerals Group agreed. Engdahl said "We believe this proposition is a great deal for our shareholders and for the industry, and we believe this transaction will make both companies significantly stronger and will make the combination of both entities the largest of its kind in the world. This helps GWMG achieve its objective earlier than projected of becoming a fully integrated Rare Earth producer and manufacturer of RE products and may minimize some of the market risks one might be exposed to. The independent valuation of both company assets is part of the strategic process that the management of GWMG has undertaken to maximize value for GWMG shareholders."

The completion of the Proposed Transaction is subject to several conditions, including both parties entering into the Definitive Agreement and satisfaction of the terms and conditions to be set forth therein; agreement by GWMG and Molycorp to the Agreed Valuation; completion of all necessary legal, financial and technical due diligence reviews and receipt of all necessary consents and approvals, including board, shareholder and regulatory approvals.

Completion of the Proposed Transaction is subject to TSX Venture Exchange acceptance and the approval of disinterested GWMG shareholders. The Proposed Transaction cannot close until the required GWMG shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of GWMG should be considered highly speculative.

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

Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of Great Western Minerals Group and Molycorp Minerals LLC as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to the entering into of the Definitive Agreement as contemplated by the Letter of Intent, satisfaction by both parties of the results of the Agreed Valuation, risks, uncertainties and other factors that are beyond the control of the GWMG or Molycorp, risks associated with the industry in general, commodity prices and exchange rate changes, operational risks associated with exploration, development and production operations, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although GWMG and Molycorp believe that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, they can give no assurance that such expectations will prove to have been correct. The forward-looking statements of GWMG and Molycorp contained in this press release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of Great Western Minerals Group Ltd. in any jurisdiction. The securities of Great Western Minerals Group Ltd. have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and applicable state securities laws.

CUSIP: 39141Y 10 3

Neither 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

  • Molycorp Minerals, LLC
    Mr. Mark Smith
    Chief Executive Officer
    (303) 843-8040
    Great Western Minerals Group Ltd.
    Mr. Jim Engdahl
    President and Chief Executive Officer
    (306) 659-4508
    Great Western Minerals Group Ltd.
    Ron Malashewski
    Manager of Investor Relations
    (306) 659-4516
    Great Western Minerals Group Ltd.
    226 Cardinal Crescent
    Saskatoon, SK S7L 6H8