TSX.V EGM $0.035


2011 News Releases

GWR Announces Letter Agreement

September 22, 2011

LAC LA HACHE, BRITISH COLUMBIA - 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. 

For further information, please contact:

Responsible officer: Lars Glimhagen, Chief Financial Officer 
Company Telephone Number: 250 542 8797

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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this 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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