NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES
TORONTO, Jan. 31, 2012 /CNW/ - Gold World Resources Inc. (TSXV: GDW) or ("the "Company") is pleased to announce that it has appointed Kingsdale Capital Markets Inc. (the "Agent") to act as the agent on behalf of the Company, on a reasonable best efforts basis, to complete a private placement offering to raise up to $700,000 (the "Financing") for the Company through the sale of up to $400,000 of common share units ("Units") and up to $300,000 of flow-through shares ("FT Shares") at a price of $0.05 per Unit and $0.06 per FT Share.
Each Unit will be comprised of one (1) common share and one-half common share purchase warrant. Each whole warrant is exercisable at a price of $0.10 for one common share for a period of twenty-four (24) months following the closing of the Offering, subject to an acceleration provision if the price of the Company's common shares closes above $0.20 for a period of 20 consecutive trading days. In this event, the warrants must be exercised or will expire thirty calendar days after notice is mailed to the holders of warrants.
Each FT Share will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) and exploration expenses will be renounced for the 2012 tax year.
The Company has agreed to pay to the Agent a fee (the "Agent's fee") equal to 8.0% of the gross proceeds (excluding proceeds from investors on the President's List). In addition the Company will grant the Agent non-assignable warrants ("Broker Warrants") to purchase that number of Common Shares equal to 7.5% of the number of Units or FT Shares distributed pursuant to the Financing (reduced to 2% of the number of Units or FT Shares sold to investors on the President's List). The Broker Warrants will be priced at the issue price of the Units and will be exercisable on the same terms and conditions as the warrants comprised within the Units.
The Offering is scheduled to close on or about February 23, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a hold period of four month and one day from the date of closing of the Offering.
The use of proceeds will be primarily to advance the exploration of the Company's Mount Anderson Property. 2011 Exploration results indicate a major zoned area of mineralization extending more than 6,000 meters across with a gold-enriched core of 1,750m by 400m wide. There is no record or evidence of any past exploration at three of the six strong anomalies detected within the zoned area. Money raised will be used for the implementation of the Phase 1A Exploration Program (proposed in the recently filed NI43-101 Technical Report) which foresees core drilling of 1,780m to test 3 strong (soil geochemical and airborne magnetic and radiometric survey) anomalies as well as for general corporate purposes.
About the Company:
The Company is a precious- and base-metals exploration company focusing on the Mount Anderson Yukon gold/silver, polymetallic Project.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
This Press Release may contain forward-looking statements (including "forward looking information" within the meaning of applicable Canadian securities legislation) related to the Company's activities which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws. The forward-looking statements contained herein are expressly qualified by this disclaimer. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
ON BEHALF OF THE BOARD
Chairman & CEO
Gold World Resources Inc.
For further information:
Hermann Derbuch, P.Eng.
Tel.: 416.594.9888 Fax: 416.594.1967