GGG Ggg Resources

 
TIDMGGG 
 
GGG Resources plc 
 
                           (the "Company" or "GGG") 
 
                              ASX Listing Update 
 
London 13 December 2010 
 
Introduction 
 
The Company announces that it has today lodged with the Australian Securities & 
Investments Commission ("ASIC") a prospectus dated 13 December 2010 (the 
"Prospectus") pursuant to its proposed listing on the Australian Securities 
Exchange ("ASX"). 
 
The Prospectus is only available to Australian residents and affords Australian 
residents the opportunity to subscribe for up to 15,000,000 shares in the 
Company at an issue price of $0.40 (approximately 25p) each to raise up to 
$6,000,000 (the "Offer"). 
 
The Company may at the sole discretion of the directors accept 
oversubscriptions for up to a further 7,500,000 Shares to raise up to an 
additional $3,000,000. 
 
The Prospectus is drafted on a post Consolidation basis as defined below and as 
disclosed in `Notice of General Meeting' announcement on 29 November 2010. 
Shareholders should note that the Offer Price assumes the consolidation has 
taken place. 
 
Application will be made to ASX within seven days after the date of the 
Prospectus being lodged for listing of the Company's shares offered under the 
Prospectus on the ASX. 
 
Shares offered under the Prospectus will trade on the ASX by way of CHESS 
Depositary Interests ("CDIs"). 
 
The Offer is not underwritten and is conditional on the Company obtaining 
approval, at a Shareholders' meeting scheduled for 15 December 2010, to 
consolidate its securities and amend its Articles to comply with the ASX 
Listing Rules. 
 
Consolidation terms 
 
As previously announced on 29 November 2010, the Company is proposing to 
consolidate its issued share capital (the "Consolidation"). 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 
share of two pence 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 to shareholders. 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. 
 
If the resolution to approve the Consolidation is passed at the General Meeting 
on 15 December 2010, that day shall serve as the record date for the purpose of 
the Consolidation. The following morning, 16 December 2010, the New Ordinary 
Shares in the Company will be admitted to trading on AIM. The New Ordinary 
Shares will have the ISIN Code: GB00B4KDJB03. 
 
A "frequently asked questions" supplement relating to the Consolidation is 
available on the Company's website. 
 
Independent Geologist's Report 
 
The Prospectus contains an Independent Geologist's Report ("IGR") on the 
Bullabulling Gold Project which the Company is developing with its joint 
venture partner, Auzex Resources Limited. The IGR is available as a standalone 
document on the Company's website. 
 
The Prospectus and IGR include a resource statement in line with the resource 
update provided by the Company on 16 August 2010, being an initial estimation 
that the Bullabulling Project contains Inferred Mineral Resources of 
approximately 41.5 Mt at an average grade of 1.5 g/t Au for approximately 
2,000,000 ounces of gold at a cut off of 0.7 g/t Au reported in accordance with 
the JORC Code. 
 
The Joint Venture has commenced a $2 million drilling programme at 
Bullabulling. Work to be undertaken includes: 
 
  * a 5,000 metre Reverse Circulation ("RC") drilling programme with a view to 
    upgrading the recent Inferred Mineral Resource estimate to Measured and 
    Indicated Mineral Resource categories; 
 
  * a 12,000 metre infill RC drilling programme with the objective, subject to 
    drilling results, of expanding the known Inferred Mineral Resource 
    estimate; and 
 
  * a further 1,200 metres of diamond drill core within the primary zone for 
    metallurgical test work. 
 
The Company has commenced a feasibility review and scoping study to assess the 
commercial viability of developing a gold project at Bullabulling. 
 
Purpose of the Offer and Use of Proceeds 
 
As stated in the notice of General Meeting posted to Shareholders, the Company 
is pursuing a listing on the ASX to, firstly, raise the profile of the Company 
in the market where its principal asset is and, secondly, generate and take 
advantage of interest from Australian investors. The directors believe that 
raising funds from Australian investors at the time of the ASX listing is in 
shareholders' best interests and will enable the Company to continue to develop 
the Bullabulling Project. This will be achieved through the completion of a 
feasibility study, whilst at the same time seeking to grow the project Mineral 
Resource base through infill and extensional drilling along the prospective 6 
kilometre long Bullabulling trend. 
 
The Directors are seeking to raise funds which, together with the funds already 
raised from UK investors in November, will be put towards the development of 
the Bullabulling project and in particular to fund the feasibility study. 
 
The Prospectus and the Offer 
 
While the Prospectus is available on the Company's website, the offer for 
Shares under the Prospectus is only being made within Australia. The Prospectus 
is not for distribution in or into the United Kingdom, United States of 
America, Canada, The Republic of South Africa, The Republic of Ireland or Japan 
or any other jurisdiction where the dissemination of the Prospectus may be 
illegal or fails to conform to the laws of such jurisdiction ("Affected 
Jurisdiction"). The Prospectus was not and is not an invitation to the public 
in any Affected Jurisdiction to subscribe for, or an offer to the public to 
purchase, GGG shares. The Shares (as defined in the Prospectus) have not been 
and will not be registered under the United Securities Act 1933 (as amended) 
nor under the applicable securities legislation of any Affected Jurisdiction 
where to do so may contravene local securities law or regulations. To the 
extent that the Prospectus may be downloaded or viewed in any Affected 
Jurisdiction, it is provided for information purposes only. Accordingly, the 
Shares may not, subject to certain exemptions, be offered or sold directly or 
indirectly in or into any Affected Jurisdiction or to any national, resident or 
citizen of any Affected Jurisdiction. The distribution of the Prospectus in 
other jurisdictions may be restricted by law and therefore persons into whose 
possession the Prospectus comes should inform themselves about and observe any 
such restriction. Any failure to comply with these restrictions may constitute 
a violation of the securities law of any such jurisdiction. 
 
Technical information in the Company'snews release has been reviewed and 
approved by Dr. Jeffrey F. A. Malaihollo,the Company's Managing Director, whois 
a Fellow of the Geological Society of London. 
 
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 
 
This announcement does not constitute an offer to sell, or a solicitation of an 
offer to buy securities. 
 
 
 
END 
 

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