Press Release - Georox Resources Inc.

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

KELOWNA, BC, May 4 /CNW/ - Georox Resources Inc. ("Georox" or the "Company") (GXR:TSX-V; OF6A:FRA) is pleased to announce a non-brokered equity private placement of up to 2,500,000 units at a price of $0.18 per unit. Each unit shall consist of one common share and one half common share purchase warrant. Each whole warrant shall be exercisable for one common share at a price of $0.25 per share for a period of 24 months following closing and the placement shall be subject to receipt of all regulatory approvals.

The proceeds of the Placement will be used for general working capital. Agents may be paid a finder's fee of up to 10 per cent of the aggregate subscription amounts secured by such agents pursuant to the private placement. The units to be issued under the private placement will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation and will be subject to resale restrictions as required under the applicable securities legislation.

After giving effect to this Private Placement, the Corporation will have 15,881,185 outstanding common shares. An additional 1,250,000 shares will be reserved for issuance on exercise of the common shares purchase warrants issued pursuant to the Private Placement.

CAUTIONARY STATEMENT

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

No stock exchange, securities commission or other regulatory authority has approved nor disapproved the information contained herein.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of the Company, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are exploration risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Georox. As a result, we cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and Georox does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

For further information: Burkhard Franz, President/CEO, Georox Resources, Phone: [phone]