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GWQ

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Delayed by 15 minutes
Share Name Share Symbol Market Type
TSXV:GWQ TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

GWR Announces Letter Agreement

27/09/2011 7:20pm

Marketwired Canada


GWR Resources Inc. ("GWR" or the "Company") (TSX VENTURE:GWQ) is pleased to
announce that it has entered into a letter agreement dated September 21, 2011
(the "Letter Agreement") with Candorado Operating Company Ltd. (the "Vendor") to
acquire the Vendor's 100% interest in 89 unpatented mineral claims located east
of Williams Lake, British Columbia (the "Claims"), subject to a 2% net smelter
royalty to be retained by the Vendor (the "NSR"). The Company will have the
right to purchase the NSR for $2,500,000. Pursuant to the Letter Agreement, the
Company will acquire a 100% undivided interest in the Claims (the "Acquisition")
from the Vendor for cash consideration of $870,000 ($170,000 of which has been
advanced as a refundable deposit) (the "Cash Consideration"), the issuance of an
aggregate of 2,400,000 common shares of the Company (the "Consideration
Shares"), the issuance of 2,000,000 warrants (the "Consideration Warrants"),
with each Consideration Warrant exercisable to purchase one additional common
share at an exercise price of $0.40 per share for a period of 2 years from the
closing of the Acquisition. 


The Claims form part of the Vendor's Murphy Property, located north and west of
GWR's Lac La Hache property, in the Cariboo region of British Columbia, 50 km
north of 100 Mile House. The Claims are located in the Quesnel Trough, a
geologic belt in British Columbia hosting many copper-gold alkalic porphyry
deposits.


Mr. Rob Shives, a director of the Company, is also a director of the Vendor and,
as such, the Acquisition is considered to be a related party transaction within
the meaning of Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI61-101"). 


Completion of the Acquisition is subject to obtaining the approval of the TSX
Venture Exchange (the "Exchange"), obtaining any other approvals required under
applicable legislation, including MI61-101, and the Company and the Vendor
entering into a definitive agreement on or before October 17, 2011, or such
other date as the parties may agree. 


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


Caution Regarding Forward-Looking Statements - This news release contains
certain forward-looking statements, including statements regarding the business
of the Company and the proposed Acquisition. These statements are subject to a
number of risks and uncertainties. Actual results may differ materially from
results contemplated by the forward-looking statements. When relying on
forward-looking statements to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and should not
place undue reliance on such forward-looking statements. Except when required by
law, the Company does not undertake to update any forward looking statements,
oral or written, made by itself or on its behalf.


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