Welcome to the Great Western Minerals Group HUB On AGORACOM
Great Western Minerals Group Ltd. is a Saskatchewan-based junior exploration company. GWMG is engaged in the acquisition, exploration, and development of rare earth mineral properties in North America.
Message: Warrant Incentive Program to Raise Up to $10.6 Million
| July 18, 2008 |
| Great Western Minerals Group Announces Early Exercise Warrant Incentive Program to Raise Up to $10.6 Million |
| SASKATOON, SASKATCHEWAN--(Marketwire - July 18, 2008) - NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Great Western Minerals Group Ltd. ("GWMG" or the "Company") (TSX VENTURE:GWG)(PINK SHEETS:GWMFG) is pleased to announce an early exercise warrant incentive program (the "Program") designed to encourage the exercise of up to 38,720,803 share purchase warrants (the "Warrants") for gross proceeds of up to approximately $10,648,220. The Program will be open for a 30 day period which is anticipated to commence on Monday July 21, 2008, and end on Tuesday August 19, 2008 (the "Early Warrant Exercise Period"), subject to the approval of the TSX Venture Exchange ("TSXV"). Existing holders of Warrants may exercise their Warrants at a discounted price of $0.275 per Warrant. Exercising holders of Warrants will be entitled to receive an additional one-half of one share purchase warrant for each warrant exercised, with each whole additional share purchase warrant (each an "Incentive Warrant") entitling the holder thereof to purchase one common share in the capital of the Company for a period of 24 months following the date of issuance at a price of $0.35 per Incentive Warrant. Each Incentive Warrant is subject to a four month hold period commencing upon the issuance of such Incentive Warrants at the conclusion of the Program. In connection with the Program, the Company has applied to list the Incentive Warrants on the TSXV upon the expiry of the four month hold period. The application to list the Incentive Warrants is subject to, among other things, the approval of the TSXV. All Incentive Warrants will be issued pursuant to a warrant indenture to be entered into between the Company and Computershare Trust Company of Canada. If all Warrants are exercised on or before the expiry of the Early Warrant Exercise Period, the Company expects it will: - receive gross proceeds of approximately $10,648,220; - issue approximately 38,720,803 common shares pursuant to the exercise by the holders of the Warrants in accordance with the terms of the Program; and - issue approximately 19,360,402 Incentive Warrants to encourage the early exercise of the Warrants by the holders thereof. The proceeds arising from the Program will be used by the Company for the ongoing exploration and development of its projects, principally Hoidas Lake and Deep Sands, to further develop the customer base and expand the range of products and services of each of Great Western Technologies Inc. and Less Common Metals Ltd. and for general working capital purposes. The Company anticipates that the Program will provide it with the capital to execute its business plan while reducing overall dilution to shareholders as opposed to engaging in a new financing. "We believe the Program offers a win-win opportunity for our warrantholders and shareholders. It allows the Company to access low-cost capital and potentially accelerate our projects", stated Jim Engdahl, President. If a warrantholder does not exercise his or her Warrants prior to the end of the Early Warrant Exercise Period, the Warrants will remain outstanding and continue to be exercisable for common shares of the Company on the same terms applicable to such warrants as they existed prior to the Program. Warrants held by insiders of the Company, warrants previously issued to agents as compensation or held by employees of such agents, and warrants the Company issued to the vendors of Less Common Metals Ltd., as more particularly described in the Company's press release of July 2, 2008, will not be eligible for the Program (the "Ineligible Warrants"). The Warrants represent all of the outstanding warrants of the Company, other than the Ineligible Warrants, and were originally issued pursuant to private placements completed in 2006 and 2007 including: - 706,628 warrants dated September 27, 2006, having an exercise price of $0.60 and expiring September 27, 2008; - 1,049,000 warrants issued pursuant to private placements which closed in December of 2006, having an exercise price of $0.60 and expiry dates of December 6, 2008, and December 19, 2008; - 4,544,000 warrants issued pursuant to private placements which closed in December of 2006, having an exercise price of $0.70 and expiry dates of December 6, 2008, and December 19, 2008; - 475,000 warrants issued pursuant to a private placement which closed in March of 2007, having an exercise price of $0.43 and expiring March 2, 2009; - 3,911,175 warrants issued pursuant to a private placement which closed in May of 2007, having an exercise price of $0.55 and expiring May 18, 2009; - 2,547,500 warrants issued pursuant to a private placement which closed in June of 2007, having an exercise price of $0.55 and expiring June 26, 2009; - 1,050,000 warrants issued pursuant to a private placement which closed in July of 2007, having an exercise price of $0.55 and expiring July 18, 2009; and - 24,437,500 warrants issued pursuant to a private placement which closed August 14, 2007, having an exercise price of $0.55 and expiring August 14, 2009. Holders of Warrants ("Warrantholders") who elect to participate in the Program will be required to deliver to the following to the Company: (i) a duly executed Warrant Amendment, Exercise and Subscription Agreement (the "Amendment Agreement"); (ii) the original certificate representing the Warrants being exercised; and (iii) the applicable aggregate exercise price payable to the Company by way of certified cheque, bank draft or wire transfer. The terms and conditions of the Program and the method of exercising Warrants pursuant to the Program will be set forth in the Amendment Agreement, which will be mailed to the registered address of each Warrantholder, posted on SEDAR and is available on the Company's website at www.gwmg.ca. The summary of the Program herein is subject in its entirety to the terms and conditions of the Amendment Agreement. Only Warrantholders who are "accredited investors" under applicable securities laws or who provide satisfactory evidence that they meet the requirements of a similar exemption from the prospectus and registration requirements of applicable securities laws may participate in the Program. Pursuant to the terms of an engagement letter dated May 27, 2008, Research Capital Corporation agreed to act as lead soliciting agent and financial advisor to the Company in connection with the Program with PowerOne Capital Markets Limited acting as sub-agent (collectively, the "Agents"). Pursuant to the terms of the engagement letter, Research Capital Corporation is entitled to a work fee of $35,000 and the Agents are collectively entitled to a success fee equal to 6% of the total gross proceeds from the Program. About Great Western Minerals Group Ltd. Great Western Minerals Group Ltd. is a Canadian-based company exploring for, and developing, strategic metal resources in North America. Pursuing a vertically-integrated business model, the Company's wholly-owned subsidiaries of Less Common Metals Ltd. located in Birkenhead UK, and Great Western Technologies Inc., located in Troy, Michigan, produces 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. For further information, please contact Ron Malashewski, Manager of Investor Relations at (306) 659-4500. Email inquiries should be made to info@gwmg.ca and the company website is located at www.gwmg.ca. Inquiries by direct mail should be addressed to Great Western Minerals Group Ltd., 226 Cardinal Crescent, Saskatoon, SK S7L 6H8. |
Loading...
Loading...
New Message
Please
login
to post a reply