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Great Western Minerals Group Ltd.
("GWMG" or the "Company"), (TSX-V:GWG - News)(Pinksheets:GWMGF
- News) announces that it
has delivered a notice (the "Notice") to the board of directors of
Rare Earth Extraction Co. Ltd. ("Rareco")
confirming its intention to make an all-cash offer (the "Offer") to
the registered shareholders of Rareco to purchase
up to all of the 37,764,700 Rareco shares not
already held by GWMG at a price of 3 South African Rand per Rareco share.
Pursuant to the laws of South Africa,
delivery of the Notice requires GWMG to deliver a formal offer document to
the Rareco shareholders in the prescribed form
within 30 days (the "Offer Circular"). The closing of the
transactions contemplated by the Offer will be subject to customary terms and
conditions including:
-- Receipt by GWMG of all applicable approvals related to securities,
corporate, tax, and competition/antitrust issues and all other
regulatory approvals; and
-- Receipt by GWMG of final acceptance of the TSX Venture Exchange.
The foregoing is a summary of the proposed
terms of the Offer and is subject in its entirety to the terms and conditions
to be set forth in the Offer Circular. Readers are cautioned to refer to the
Offer Circular for the full terms and conditions of the Offer, which will be
made available on SEDAR at www.sedar.com
when the Offer Circular is mailed to the Rareco
shareholders.
"The offer to purchase the
remaining outstanding Rareco shares is an extremely
important event in the execution of our Company's strategy," said GWMG
President and Chief Executive Officer Jim Engdahl.
"Increasing our ownership position in Rareco
significantly strengthens our plan to become a fully integrated rare earth
producer."
Jim Engdahl,
President
About Great Western Minerals Group Ltd.
Great Western Minerals Group Ltd. is an
integrated Rare Earths processor. Its specialty alloys are used in the
battery, magnet and aerospace industries. Produced at the Company's wholly
owned subsidiaries Less Common Metals Limited in Birkenhead, U.K. and Great
Western Technologies Inc. in Troy, Michigan, these alloys contain aluminium, nickel, cobalt and Rare Earth Elements. As
part of the Company's vertical integration strategy, GWMG has signed an
Off-take Agreement for 100% of the Rare Earth Elements produced at the former
producing Steenkampskraal mine in South Africa and
currently holds 20.8% ownership in Rare Earth Extraction Co. Ltd., the owner
of the Steenkampskraal mine. GWMG also holds
interests in seven Rare Earth exploration and development properties in North
America.
Inquiries by direct mail should be
addressed to Great Western Minerals Group Ltd., 219 Robin Crescent,
Saskatoon, SK S7L 6M8.
Certain information set out in this News
Release constitutes forward-looking information. Forward-looking statements
(often, but not always, identified by the use of words such as
"expect", "may", "could",
"anticipate" or "will" and similar expressions) may describe
expectations, opinions or guidance that are not statements of fact and which
may be based upon information provided by third parties. Forward-looking
statements are based upon the opinions, expectations and estimates of
management of GWMG as at the date the statements are made and are subject to
a variety of known and unknown risks and uncertainties and other factors that
could cause actual events or outcomes to differ materially from those
anticipated or implied by such forward-looking statements. Those factors
include, but are not limited to the making of the Offer on the proposed
terms, the delivery of the Offer Circular and the satisfaction of the
conditions precedent set forth therein, the number of Rareco
shares tendered to the Offer and accepted by GWMG, satisfaction of the
conditions precedent with respect to GWMG's offtake
agreement, receipt of all required approvals (including those relating to the
commencement of production at the Steenkampskraal
mine) and risks, uncertainties and other factors that are beyond the control
of GWMG, risks associated with the industry in general, commodity prices and
exchange rate changes, operational risks associated with exploration,
development and production operations, delays or changes in plans, risks
associated with the uncertainty of reserve or resource estimates, health and
safety risks and the uncertainty of estimates and projections of production,
costs and expenses. In light of the risks and uncertainties associated with
forward-looking statements, readers are cautioned not to place undue reliance
upon forward-looking information. Although GWMG believes that the
expectations reflected in the forward-looking statements set out in this
press release or incorporated herein by reference are reasonable, it can give
no assurance that such expectations will prove to have been correct. The
forward-looking statements of GWMG contained in this News Release, or
incorporated herein by reference, are expressly qualified, in their entirety,
by this cautionary statement and the risk factors contained in GWMG's current
annual information form available at www.sedar.com.
CUSIP: 39141Y 10 3
Neither 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.
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