TORONTO, ONTARIO -- (MARKET WIRE) -- 04/04/08 -- Asia Goldworks Limited ("AGL") is pleased to announce that pursuant to the first tranche of a previously-disclosed private placement, it acquired 7,000,000 units of Garrison International Ltd. (TSX VENTURE: GAU) ("Garrison") for an aggregate purchase price of C$700,000. These units separated at closing into 7,000,000 common shares and warrants exercisable for 7,000,000 common shares of Garrison, all of which are exercisable at $0.12 per share for a period of 18 months.This first closing occurred on March 27, 2008 pursuant to a previously disclosed share purchase agreement between Garrison and AGL which provides that AGL will invest an aggregate of C$5,000,000 (including the C$700,000 at this first closing) in Garrison by acquiring up to 50,000,000 common shares units of Garrison, each unit being comprised of one share and one warrant. For further details regarding that agreement, please see Garrison's press release of March 27, 2008.
Prior to this transaction, AGL owned 3,500,000 common shares of Garrison. After giving effect to this first closing, AGL owns 10,500,000 common shares of Garrison (or approximately 14% of Garrison's issued and outstanding common shares), and warrants exercisable for an additional 7,000,000 common shares of Garrison (which, if exercised, would result in AGL owning approximately 21% of Garrison's issued and outstanding common shares). AGL has signed an undertaking to the TSX Venture Exchange (the "Exchange") that it will not exercise its purchase warrants and it will not purchase additional common shares of Garrison until the shareholders of Garrison approve the creation of the new Control Persons (as defined in Exchange policies) that would arise as part of the C$5,000,000 financing previously described in this press release, and until Garrison obtains Final Acceptance of the financing by the Exchange.
AGL is owned as to 40% by Mr. Tony Bainbridge, a director and officer of Garrison. Mr. Bainbridge independently holds options exercisable for a total of 900,000 common shares of Garrison. The remaining 60% of AGL is owned by Mr. Danny Sun. Mr. Sun independently owns 2,715,059 common shares of Garrison. In addition, Mr. Bainbridge (as to 40%) and Mr. Sun (as to 60%) also indirectly own Asia Intercept Mongolia LLC, which in turn owns 2,000,000 common shares of Garrison. Collectively, Mr. Sun and Mr. Bainbridge currently own 15,215,059 common shares of Garrison (or approximately 20% of Garrison), and if they exercised all convertible securities owned directly or indirectly by both of them, and individually by either of them, they would collectively own 23,115,059 common shares of Garrison (or approximately 28% of the common shares of Garrison then issued and outstanding).
AGL's offices are located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Mr. Sun's and Mr. Bainbridge's address is Suite 301, Park View Apartments, 1 khoroo, Chinggis Road, Sukhbaatar district, Ulaanbaatar, Mongolia, CPO. POB-524.
Garrison has stated that the proceeds from this closing will also be used to reduce Garrison's current liabilities, to enhance its working capital and otherwise fund Garrison's operations.
The closing was completed as a private placement pursuant to the exemptions from the prospectus and dealer exemptions provided in section 2.3 of NI 45-106. Garrison's shares are traded on the TSX Venture Exchange.
This press release and any related report filed with a securities regulatory authority does not constitute an admission by either Mr. Bainbridge or Mr. Sun that they control any entity named herein, nor does it comprise an admission that they are joint actors with each other or any other entity named herein.
Shares Outstanding - 74,738,057
Contacts:
Asia Goldworks Limited
Anthony Bainbridge
976 1132 8907