Finally the deal will proceed!.. i was getting worried there was no news for so long.  We are up about 130 dollars on gold since the deal was announced.  The financing will net 200 million less the 150 million to purchase the property we will have 50 million in cash plus about another 10 million form the previous warrant exercise..above 1.30 with the quarter warrant on the financing will raise another 65 million for a total fully diluted cash position of 125 million!!

so all in one deal Gleichen will have 3 million ounces and 125 million in cash (not including broker warrants)

very high level negotiations and very highly skilled management and directors..

IM LOOKING FORWARD TO SEEING WHAT THEY WILL DO NEXT!!

i expect at least a double in ounces in the next year or so and a very profitable feasibility!

with gold flying GRL’s timing couldnt have been better

warmest regards

caliche

GLEICHEN RESOURCES LTD.

GLEICHEN ANNOUNCES FURTHER TERMS OF ITS
SPECIAL WARRANT FINANCING

Vancouver, British Columbia – November 4, 2009, Gleichen Resources Ltd. (TSXV-GRL) (“Gleichen” or the “Corporation”) is pleased to announce further terms of its previously announced US$200 million financing being completed to fund the acquisition of 78.8% of the Morelos Project.

The Offering is being made pursuant to an agency agreement (the “Agency Agreement”) to be entered into among Gleichen and a syndicate of agents co-lead by Macquarie Capital Markets Canada Ltd., BMO Capital Markets and GMP Securities L.P., and including Dundee Securities Corporation, Scotia Capital Inc. and Jones, Gable & Company Limited (collectively, the “Agents”).

Gleichen will raise up to US$200 million in a fully-marketed private placement (the “Offering”) of special warrants of the Corporation at a subscription price of CDN$1.00 per special warrant. Each special warrant will entitle the subscriber to receive, upon exercise, or deemed exercise following the Qualification Date (as defined below), and without payment of any further consideration, one unit (the “Unit”) of the Corporation consisting of one common share in the capital of the Corporation (each, a “Common Share”) and one-quarter (1/4) of one common share purchase warrant (each whole common share purchase warrant, a “Common Share Purchase Warrant”) (subject to adjustment below). Each Common Share Purchase Warrant will entitle its holder to purchase one additional Common Share for CDN$1.30 for a period of 24 months following the closing date of the Offering. The special warrants will be exercisable at any time following closing and shall be deemed automatically exercised, if not already exercised by the holder, on the earlier of: (i) the third business day after the date of receipt of a (final) prospectus to qualify, in each of the Qualifying Jurisdictions (as defined below), the distribution of the Common Shares and Common Share Purchase Warrants  forming the Units to be issued upon exercise or deemed exercise of the special warrants and the  Compensation Options (as defined below) (the “Qualification Date”); and (ii) 4:59 p.m. (Toronto time) on the date which is four months and one day following the closing date of the Offering.

The closing of the Offering is expected to be November 12, 2009, and is subject to the satisfaction of certain conditions, including receipt of all necessary regulatory approvals, including from the TSX-V, and all other required approvals and consents. Unless qualified by a (final) prospectus, the Special Warrants, the Common Shares and Common Share Purchase Warrants comprising the Units and the common shares issuable upon exercise of the Common Share Purchase Warrants will be subject to a four month hold period.

The Corporation has also granted the Agents an option to solicit offers to purchase that number of additional special warrants equivalent to fifteen percent (15%) of the number of special warrants issued in the Offering on the same terms and conditions and at the same subscription price (the “Over-allotment Option”). The Over-allotment Option may be exercised any time within thirty (30) days of the closing date.

On the closing date, the gross proceeds from the Offering, less the Agents’ estimated costs and expenses in respect of the Offering (the “Escrowed Proceeds”) will be deposited in escrow to be released upon satisfaction of: (a) all necessary conditions for the completion of the acquisition of the Morelos Project; (b) no material adverse change in the financial condition, business or operations of Gleichen; and (c) receipt by the escrow agent of a joint notice from the Agents and Gleichen that (a) and (b) above have been satisfied.

The Agents will receive a commission of 5.5% of the gross proceeds raised in the Offering in cash. In addition to cash compensation, the Agents will receive compensation options (the “Compensation Options”) which will entitle the Agents to subscribe for that number of Units as is equal to 1% of the total number of special warrants sold pursuant to the Offering (including pursuant to the exercise of the Over-allotment Option). Each Compensation Option, subject to regulatory approval, will be exercisable to acquire one Unit, having the same terms and conditions as the Units offered, for a period of 24 months from the closing date, at an exercise price equal to 115% of the subscription price of the Offering.

The net proceeds from the Offering are intended to be used for the acquisition of the Morelos Project, feasibility and development programs, and exploration at the Morelos Project and for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

* * *

Gleichen is engaged in the acquisition, exploration, and development of mineral properties. The Company’s shares are traded on the TSX Venture Exchange under the symbol “GRL”.

For further information contact Michael Murphy at (604) 687-3100.

ON BEHALF OF THE BOARD OF DIRECTORS OF GLEICHEN RESOURCES LTD.
“Michael Murphy”
Director, President and CEO

For further information please contact:
Mr. Michael Murphy
Director, President and CEO
Gleichen Resources Ltd.

November 4th, 2009
Categories: General . Author: admin