TSX.V EGM $0.035


2011 News Releases

GWR Arranges up to $3,000,000 Flow-Through Financing

March 22, 2011

ARMSTRONG, BRITISH COLUMBIA - GWR Resources Inc. (“GWR” or the “Company”) (TSX Venture: GWQ) is pleased to announce a non-brokered private placement (the “Private Placement”) in the amount of up to $3,000,000 pursuant to which GWR proposes to issue an aggregate of up to 6,666,666 units (the “Units”). The Private Placement is subject to the approval by TSX Venture Exchange.

Each Unit will be priced at $0.45 and will consist of one “flow-through” common share and one-half of one transferable common share purchase warrant of the Company, with each whole warrant entitling the holder to purchase one common share of the Company for a period of 18 months following the closing of the Private Placement (the “Closing”) at an exercise price of $0.65 per share during the first nine months and $0.85 per share during the second nine months. 

A cash finder’s fee equal to 6% of the gross proceeds raised may be paid to certain finders for the Private Placement. Additionally, certain finders may receive finder’s options (the “Finder’s Options”) equal to 8% of the number of Units purchased by subscribers introduced by the finders to the Company. Each Finder’s Option will be priced at $0.45, will consist of one non flow-through common share and one-half of one non-transferable common share purchase warrant of the Company and will otherwise have the same terms and conditions as the Units.

The net proceeds of this Private Placement will be used for general exploration expenditures on GWR’s Lac La Hache Property in British Columbia and Sainte Sabine Property in Quebec. 

For further information, please contact:

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

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.

The forward-looking information contained in this press release is made as of the date of this press release and, except as required by applicable law GWR does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires GWR to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.

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