GWR Arranges $3 Million Brokered Private Placement



    ARMSTRONG, BC, Aug. 15 /CNW/ - GWR Resources Inc. ("GWR") (TSX Venture:
GWQ) is pleased to announce that it has entered into an engagement letter with
Raymond James Ltd. ("Raymond James") pursuant to which Raymond James has
agreed to place, on a best-efforts basis, up to 2 million flow through units
and 400,000 non-flow through units of the Company at a price of $1.25 per unit
for gross proceeds of up to $3 million (the "offering"). Each flow-through
unit is comprised of one flow-through share and one warrant, each warrant
being exercisable for one non flow-through share for a period of 12 months
from closing at a price of $1.35. Each non flow-through unit is comprised of
one non flow-through share and one warrant, each warrant being exercisable for
one non flow-through share for a period of 18 months from closing at a price
of $1.25. The net proceeds of the offering will be used by GWR for ongoing
drilling of its Lac La Hache property and for general working capital. The
offering is expected to close around the end of this month.
    Raymond James will receive a cash commission upon closing of 7.0% of
gross proceeds. Raymond James will also be paid a corporate finance fee of
$25,000 and will be granted (a) options to purchase shares equal to 7.0% of
the number of flow through units issued in the offering at a price of $1.35
per share for 12 months after closing and (b) options to purchase shares equal
to 7.0% of the number of non-flow through units issued in the offering at a
price of $1.25 per share for 18 months after closing.
    The offering is subject to certain conditions, including, but not limited
to, due diligence and receipt of TSX Venture Exchange and other approvals.
Pursuant to applicable securities laws, the securities offered will be subject
to a four month hold period. The securities offered under the offering have
not and will not be registered under the United States Securities Act of 1933
(the "1933 Act") and may not be offered or sold in the United States or to
U.S. persons (as defined in Regulation S under the 1933 Act) unless the
securities have been registered under the 1933 Act, or are otherwise exempt
from such registration.

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





For further information:

For further information: Responsible Officer: Irvin Eisler, President,
Company Telephone Number: (250) 546-8048

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GWR RESOURCES INC.

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