Molycorp Minerals, LLC Signs Letter of Intent to Acquire Controlling Interest in Great Western Minerals Group

* Reuters is not responsible for the content in this press release.

Mon Apr 20, 2009 3:08pm EDT

  GREENWOOD VILLAGE, COLORADO AND SASKATOON,
SASKATCHEWAN, Apr 20 (MARKET WIRE) -- 
Molycorp Minerals, LLC ("Molycorp") and Great Western Minerals Group Ltd.
("GWMG") (TSX VENTURE: GWG) (PINK SHEETS: GWMGF) (are pleased to announce
that they have entered into a non-binding letter of intent (the "Letter
of Intent") wherein Molycorp would acquire a controlling interest in GMWG
pursuant to a share issuance, merger, amalgamation, or other form of
business combination (the "Proposed Transaction").

    Molycorp is a Delaware limited liability company with headquarters in
Greenwood Village, Colorado, and is a private, US mining and technology
company that produces and markets rare earth products. Molycorp is
primarily owned by Resource Capital Fund IV L.P., Pegasus Partners IV,
LP, The Goldman Sachs Group, Inc. and Traxys North America LLC. As the
owner of one of the world's richest rare earth deposit outside of China
and a leader in rare earth technology development, Molycorp's expertise
has provided breakthroughs in industries as varied as military, computing
and automotive. As the leading western supplier, Molycorp markets rare
earth materials from its world class rare earth deposit and mining
operation in Mountain Pass, California. In addition, Molycorp maintains a
joint venture with Sumitomo Metals, called Sumikin Molycorp, which
markets rare earth products in Asia and produces permanent magnet
materials in Japan.

    Great Western Minerals Group Ltd. is a Canadian-based company exploring
for, and developing, strategic metal resources in North America and South
Africa. Pursuing a vertically-integrated business model, the Company's
wholly-owned subsidiaries of Less Common Metals Limited located in
Birkenhead UK, and Great Western Technologies Inc., located in Troy,
Michigan, produce a variety of specialty alloys for use in the battery,
magnet and aerospace industries. These "designer" alloys include those
containing copper, nickel, cobalt and the rare earth elements.

    Under the terms of the Letter of Intent, by July 31, 2009, Molycorp and
GWMG will negotiate a definitive agreement (the "Definitive Agreement")
whereby Molycorp proposes to issue new, non-voting shares of Molycorp in
exchange for new and/or existing GWMG common shares. The ratio of the
share exchange will be based on a mutually acceptable valuation ("Agreed
Valuation") of both companies. GWMG and Molycorp will retain an
independent valuation consultant who will be charged with determining the
value of GWMG and the value of Molycorp, using an identical valuation
methodology for both companies. As one of the conditions of the Proposed
Transaction proceeding, each of GWMG and Molycorp must be satisfied with
the valuations which will be the basis for the ratio of the share
exchange. The composition board of directors and senior officers of GWMG
subsequent to the Proposed Transaction will be subject to the terms of
the Definitive Agreement.

    The Letter of Intent is subject to an "Exclusivity Period" until August
31, 2009 (or sooner based on mutual agreement), during which, both
parties agree to negotiate the final terms and conditions for the
Definitive Agreement. During the Exclusivity Period, GWMG shall continue
to operate its business in the ordinary course.

    In addition, GWMG and Molycorp intend to negotiate an unsecured
convertible $1,000,000 loan from Molycorp at an interest rate of 10 % per
annum to fund the ongoing cost of operations and debt service
obligations. The final terms of the loan, including its conversion
features will be negotiated as soon as possible and will be the subject
of a further press release.

    Mark Smith, CEO of Molycorp said, "We are excited by the benefits and
opportunities that this transaction will provide by combining the
operations of our two companies. This transaction represents the next
step in Molycorp's strategy of going from mine to magnets and will
immediately provide Molycorp with access to the technology, people and
facilities to take the rare earth materials produced at Molycorp's
Mountain Pass, California operation and further refine them into the rare
earth alloys that are necessary for production of high power magnets and
other rare earth materials required for the production of hybrid and
electric cars, wind power turbines, energy efficient lighting, high tech
applications and numerous advanced defense systems. We believe that this
transaction offers significant potential value for both Molycorp and
Great Western Minerals Group shareholders, and will position the combined
operations for what we believe to be significant future growth."

    Jim Engdahl, President and CEO of Great Western Minerals Group agreed.
Engdahl said "We believe this proposition is a great deal for our
shareholders and for the industry, and we believe this transaction will
make both companies significantly stronger and will make the combination
of both entities the largest of its kind in the world. This helps GWMG
achieve its objective earlier than projected of becoming a fully
integrated Rare Earth producer and manufacturer of RE products and may
minimize some of the market risks one might be exposed to. The
independent valuation of both company assets is part of the strategic
process that the management of GWMG has undertaken to maximize value for
GWMG shareholders."

    The completion of the Proposed Transaction is subject to several
conditions, including both parties entering into the Definitive Agreement
and satisfaction of the terms and conditions to be set forth therein;
agreement by GWMG and Molycorp to the Agreed Valuation; completion of all
necessary legal, financial and technical due diligence reviews and
receipt of all necessary consents and approvals, including board,
shareholder and regulatory approvals.

    Completion of the Proposed Transaction is subject to TSX Venture Exchange
acceptance and the approval of disinterested GWMG shareholders. The
Proposed Transaction cannot close until the required GWMG shareholder
approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.

    Investors are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the
Proposed Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of GWMG should be considered
highly speculative.

    The TSX Venture Exchange has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved the
contents of this press release.

    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 Great Western Minerals Group and Molycorp
Minerals LLC 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 entering into of the
Definitive Agreement as contemplated by the Letter of Intent,
satisfaction by both parties of the results of the Agreed Valuation,
risks, uncertainties and other factors that are beyond the control of the
GWMG or Molycorp, 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
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 and Molycorp believe that the expectations reflected in the
forward-looking statements set out in this press release or incorporated
herein by reference are reasonable, they can give no assurance that such
expectations will prove to have been correct. The forward-looking
statements of GWMG and Molycorp contained in this press release, or
incorporated herein by reference, are expressly qualified, in their
entirety, by this cautionary statement.

    This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities of Great Western Minerals
Group Ltd. in any jurisdiction. The securities of Great Western Minerals
Group Ltd. have not been registered under the Securities Act of 1933, as
amended (the "1933 Act") and may not be offered or sold in the United
States absent registration or an applicable exemption therefrom under the
1933 Act and applicable state securities laws.

    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.

Contacts:
Molycorp Minerals, LLC
Mr. Mark Smith
Chief Executive Officer
(303) 843-8040

Great Western Minerals Group Ltd.
Mr. Jim Engdahl
President and Chief Executive Officer
(306) 659-4508

Great Western Minerals Group Ltd.
Ron Malashewski
Manager of Investor Relations
(306) 659-4516
Email: info@gwmg.ca

Great Western Minerals Group Ltd.
226 Cardinal Crescent
Saskatoon, SK S7L 6H8
Website: www.gwmg.ca

Copyright 2009, Market Wire, All rights reserved.

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