GGG Ggg Resources

 
TIDMGGG 
 
GGG Resources plc 
 
                           (the "Company" or "GGG") 
 
                           Notice of General Meeting 
 
                            Amendments to Articles 
 
                            Consolidation of Shares 
 
London 29 November 2010 
 
GGG Resources plc ("GGG" or the "Company") 
 
The Company announces that it has today posted a circular to shareholders 
giving notice that a general meeting will be held at 9:00 a.m. on 15 December 
2010 at the offices of Cobbetts LLP, 70 Gray's Inn Road, London WC1X 8BT (the 
"Circular"). 
 
At this meeting, Shareholders will be asked to pass resolutions to approve: (i) 
certain amendments to the Company's Articles; and (ii) the consolidation of the 
existing share capital of the Company such that every two existing ordinary 
shares of 1 pence each in the capital of the Company be consolidated and 
converted into one new ordinary share of 2 pence each in the capital of the 
Company (the "Resolutions"). 
 
The Circular provides information concerning the background to, and the reasons 
for, the proposals and explains why your Directors recommend that you vote in 
favour of the Resolutions at the general meeting. The notice convening the 
general meeting is set out at the end of the Circular. 
 
Listing of the Company's Shares on the Australian Securities Exchange 
 
The Company announced, on 13 October 2010, its intention to list on the 
Australian Securities Exchange (the "ASX"). To that end the Directors appointed 
Morgan Stanley Smith Barney which has been working with the Company to achieve 
the listing. The Directors anticipate that the ASX Listing will become 
effective in January 2011. 
 
The Company will retain London as its central place of management but believe 
that Shareholders' best interests are served by having a secondary listing in 
the domicile of the Company's principal asset, the Bullabulling Gold Project. 
 
The Directors see the key benefits of a dual listing for Shareholders to be: 
 
 i. the anticipated interest from Australian investors; and 
 
ii. raising the profile of the Company in the market where its principal asset 
    is. 
 
Amendments to the Company's Articles 
 
In order to unlock these benefits for Shareholders it is necessary for the 
Company to take certain measures in order to comply with the Australian 
securities law (being the Corporations Act 2001 and the ASX Listing Rules). 
Accordingly the Company will ask Shareholders to approve certain changes to the 
Company's Articles. 
 
Accordingly, Resolution 1 states that the Company shall not have in its 
Articles any provisions which are inconsistent with ASX Listing Rules or do or 
fail to do any action which would contravene the ASX Listing Rules. Insofar as 
the Directors are aware adopting this provision will not disadvantage the 
Company in any way or require the Company to deviate from its objective of 
rapidly advancing the Bullabulling Project towards production. 
 
In addition, under Resolution 2, the Company is taking the opportunity to 
insert certain provisions relating to the conduct of any potential bid for the 
Company. While the directors believe the Company still enjoys the protections 
of the City Code on Takeovers and Mergers (the "Code"), and will do so 
following admission to the ASX, the directors believe it is prudent to take 
this opportunity to insert additional and complimentary provisions into the 
Company's articles, which will only be applied in the event that the Company 
ceases to be bound by the Code. 
 
Summary of the Consolidation 
 
Subject to the passing of Resolution 3, the Consolidation will result in every 
two Existing Ordinary Shares (being ordinary shares of one pence each in the 
capital of the Company in issue as at the date of the issue of the Circular) 
being consolidated into one New Ordinary Share (being ordinary shares of two 
pence each in the capital of the Company). 
 
The Consolidation would give rise to fractions of New Ordinary Shares where a 
Shareholder's total holding of Existing Ordinary Shares at the Record Date is 
not exactly divisible by 2. Fractions of New Ordinary Shares will not be 
allotted. The Consolidation would give rise to fractions of New Ordinary Shares 
where a Shareholder's total holding of Existing Ordinary Shares at the Record 
Date is not exactly divisible by 2. Fractions of New Ordinary Shares will not 
be allotted. The Company is proposing that the Existing Ordinary Shares which 
represent the Fractions should be aggregated and sold by the Company with the 
proceeds of sale donated to Sharegift (an enterprise which specialises in the 
field of charity share donation). 
 
Shareholders will receive New Ordinary Shares following the Consolidation on 
the basis of one New Ordinary Share for every two (or multiples of two) 
Existing Ordinary Shares rounded down to the nearest 2 Existing Ordinary 
Shares. 
 
Current trading and outlook 
 
On 18 November 2010, the Company reported that drilling had commenced at 
Bullabulling, the project the Company joint ventures with Auzex Resources 
Limited, itself an ASX listed Company. The deposit hosts JORC compliant 
inferred mineral resources of 41.5 Mt @ 1.5 g/t Au for approximately 2 million 
ounces of contained gold. The current drill programme aims to convert current 
inferred resources into indicated and measured resources and explore the high 
grade zones currently not contained within the resource estimate. 
 
The Company will keep Shareholders updated on any developments at the 
Bullabulling Project and with regards to its dual listing in due course. 
 
A copy of the Circular to Shareholders containing the notice of general meeting 
will be available on the Company's website shortly. 
 
Enquiries,please contact: 
 
Dr. Jeffrey Malaihollo         Westhouse Securities Limited (Nominated Adviser) 
 
Tel: 01992 531820              Tim Metcalfe / Martin Davison 
 
Email: www.gggresources.com    Tel: 020 7601 6100 
 
Gresham PR                     Collins Stewart Europe Limited (Broker) 
 
Neil Boom                      John Prior / Adam Miller 
 
Tel: 07866 805 108             Tel: 020 7523 8350 
 
 
 
END 
 

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