Westchester Resources Inc.

Westchester Resources Inc.

November 17, 2006 12:52 ET

Westchester Resources Inc. Closes $2 Million Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - Nov. 17, 2006) -


Westchester Resources Inc. (TSX VENTURE:WSR)("Westchester") is pleased to announce that it has closed its previously announced private placement financing, pursuant to which it has raised aggregate gross proceeds of $2,025,000, subject to final approval of the TSX Venture Exchange. In connection with the financing, Westchester issued an aggregate of 13,500,000 units ("Units") at a price of $0.15 per Unit. Each Unit consists of one common share of Westchester and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share of Westchester at an exercise price of $0.25 per share until November 17, 2008, provided that if after March 18, 2007, the closing price of the common shares of Westchester on the principal market on which such shares trade is equal to or exceeds $0.60 for 20 consecutive trading days, Westchester may accelerate the expiry date to the date which is the later of (i) 30 days following the date of mailing of written notice of such accelerated expiry date to holders of the Warrants; and (ii) 30 days following the date a press release is issued by Westchester announcing the accelerated expiry date. All of the securities issued and issuable in connection with the financing have a hold period expiring March 18, 2007. An aggregate of 410,000 Units were purchased by insiders of Westchester pursuant to the financing. A material change report is being issued in connection with the insider participation in the financing less than 21 days in advance of closing of the financing, as Westchester did not have prior confirmation of such participation.

Jones Gable & Company Limited and Primary Capital Inc. acted as agents in connection with the financing, in connection with which they received as compensation an aggregate of 945,000 Units at a deemed price of $0.15 per Unit.

Proceeds from the private placement will be used to fund Westchester's drilling activities on the Peters Mine property in Guyana and for general corporate purposes.

About Westchester Resources

Westchester is a Canadian junior resource company. The common shares of Westchester trade on the TSX Venture Exchange under the symbol "WSR".

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Westchester, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of resource and reserve estimates, currency fluctuations, dependence upon regulatory approvals and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

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

Contact Information