GWR Adopts Shareholder Rights Plan
Vancouver, B.C. - March 1, 2007 - G W R Resources Inc. ("GWR" or the "Company") (TSX Venture: GWQ) announced that its Board of Directors have adopted a Shareholder Rights Plan (the "Rights Plan").
The Rights Plan has been adopted by the Board of Directors to ensure fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with additional time to fully consider any unsolicited take-over bid. The Rights Plan will also provide the Board of Directors with more time to pursue, if appropriate, other alternatives to maximize shareholder value.
The Rights Plan is subject to approval by the TSX Venture Exchange and to approval by the shareholders of GWR at the 2007 annual and special meeting of the shareholders to be held on March 23, 2007. If approved, the Rights Plan will have an initial term of three years.
GWR is not adopting the Rights Plan in response to any specific proposal to acquire control of the Company. The rights issued under the Rights Plan will become exercisable only when a person, including its affiliates and associates and persons acting jointly or in concert with it, acquires or announces its intention to acquire beneficial ownership of shares which when aggregated with its current holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan) without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors.
The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, take-over bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be "Permitted Bids". Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and remain open for at least 60 days. In the event a take-over bid is completed which does not meet the Permitted Bid requirements of the Rights Plan, the rights will entitle shareholders, other than the person making the take-over bid and its affiliates and associates and persons acting jointly or in concert with it, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
For further information, please contact:
Irvin Eisler, President
(250) 546-8048
Renmark Financial Communications Inc.
Jason Roy : jroy@renmarkfinancial.com
Maurice Dagenais : mdagenais@renmarkfinancial.com
Tel. : (514) 939-3989
Fax : (514) 939-3717
www.renmarkfinancial.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
