GGG Ggg Resources

 
TIDMGGG 
 
GGG Resources plc 
 
                           (the "Company" or "GGG") 
 
    GGG extends offer period while it awaits further disclosures from Auzex 
 
GGG Resources plc ("GGG") (ASX:GGB, AIM:GGG) has today extended the offer 
period of its off-market takeover offer for all of the ordinary shares in Auzex 
Resources Limited ("Auzex") for two weeks so that it is now scheduled to close 
at 5.00pm (Perth time) on Monday 20 June 2011 (unless further extended). 
 
On 6 May 2011, Auzex announced three separate proposals; namely: 
 
  * A demerger of its non-core exploration assets; 
 
  * A proposed $25 million capital raising; and 
 
  * Seeking a listing on the London AIM market. 
 
This extension is to allow GGG and all other Auzex shareholders time to 
consider the details which Auzex should disclose in relation to these 
proposals. 
 
With the release of Auzex's target statement on 19 May 2011, GGG expected that 
there would be further disclosure of the proposals, however, this did not 
occur. Auzex's target statement provided little additional information on the 
proposals. 
 
The following documents are attached for immediate release to the market: 
 
  * a letter which is being sent to Auzex shareholders explaining the 
    extension; and 
 
  * a formal notice of variation required in respect of the extension by the 
    Corporations Act 2001 (Cth). 
 
27 May 2011 
 
Dear Fellow Auzex Shareholder 
 
Extension of offer period while GGG awaits further disclosures from Auzex 
 
As you would be aware, GGG Resources plc ("GGG") is offering you seven GGG 
shares for every five Auzex shares you own. A key aim of GGG's offer is to 
consolidate the ownership of the Bullabulling Gold Project into a single 
corporate group focused on the Bullabulling Gold Project. 
 
GGG's offer was due to close at 5.00pm (Perth time) on 6 June 2011. In light of 
Auzex's announcement on 6 May 2011, which briefly outlined three separate 
proposals involving a demerger of its non-core exploration assets, a capital 
raising, and a listing on the London AIM market, GGG has today extended the 
period of its offer by two weeks so that it will now close at 5.00pm (Perth 
time) on Monday 20 June 2011 (unless extended further). This will allow GGG and 
all other Auzex shareholders time to consider all necessary details that Auzex 
should immediately disclose in relation to the three separate proposals. 
Accompanying this letter is a formal notice in respect of this extension. 
 
GGG has concerns about the level of disclosure in relation to the three 
separate proposals. Given the level of information released to date, GGG 
considers that Auzex's Board should provide Auzex shareholders with further 
details on each proposal. At a minimum, the information which Auzex 
shareholders now require to make an informed assessment includes the following: 
 
Proposed Demerger of Exploration Assets 
 
  * What are the complete terms of the demerger? 
 
  * What ratio of securities in the demerged entity will be distributed in 
    specie to Auzex shareholders? 
 
  * What interest will Auzex retain in the demerged entity? 
 
  * What level of funding will be sought from shareholders and/or investors? 
 
  * What are the proposed key dates for the implementation of the various 
    stages of the demerger? 
 
Proposed Capital Raising 
 
  * What classes of securities are to be issued? 
 
  * What is the maximum number of each class of security to be issued? 
 
  * What is the issue price for each class of security to be issued? 
 
  * Will any existing Auzex security holders participate in the issue? 
 
  * Will the capital raising be underwritten? 
 
  * Has a lead manager for the capital raising been appointed? 
 
  * Will securities issued from the capital raising be eligible to participate 
    in the demerger proposal? 
 
  * What are the proposed key dates for the implementation of the capital 
    raising? 
 
Proposed AIM Listing 
 
  * Has a nomad agreed to sponsor the AIM listing? 
 
  * Is the AIM listing contingent upon the completion of the proposed capital 
    raising? 
 
  * What are the proposed key dates for the implementation of the AIM listing? 
 
Auzex's announcement on 6 May 2011 included the following qualification: 
 
"All statements of intention in this announcement are statements of intention 
only. Auzex and each of its Directors reserve the right to make decisions in 
light of the prevailing circumstances at the time of their decision and to 
change earlier decisions, all in their absolute discretion." 
 
GGG considers that by including such a statement in the announcement, no 
information in the announcement can be relied upon until full details are 
disclosed and a statement clarifying this statement is made. For Auzex 
shareholders to make an informed decision on the merits of any of the three 
separate proposals whilst GGG is offering Auzex shareholders to acquire their 
shares, the above questions need to be answered by Auzex's Board. 
 
Successful completion of GGG's offer will consolidate the ownership of the 
Bullabulling Gold Project into a single corporate group focused on the 
Bullabulling Gold Project. 
 
We encourage you to consider all information that has been sent to you and to 
accept GGG's offer. If you have any questions regarding GGG's offer, please 
call the GGG Offer Information Line on 1300 710 755 (local call charges apply) 
from within Australia or +61 2 8022 7902 (normal call charges apply) from 
outside Australia, or contact your professional advisor. 
 
Yours sincerely 
 
 
Jeffrey Malaihollo 
 
Managing Director 
 
              NOTICE OF VARIATION - EXTENSION OF THE OFFER PERIOD 
 
                 (SECTION 650D - CORPORATIONS ACT 2001 (CTH)) 
 
 OFF-MARKET TAKEOVER offer BY GGG RESOURCES PLC FOR ALL of THE ORDINARY SHARES 
                          IN AUZEX RESOURCES LIMITED 
 
To: 1. Auzex Resources Limited (ABN 74 106 444 606) (Auzex). 
 
2. Australian Securities and Investments Commission. 
 
3. Each person to whom offers were made under the takeover offer referred to in 
this notice. 
 
GGG Resources plc (UK Registration Number 05277251 and ARBN 143 978 376) (GGG) 
gives notice that offers under its off-market takeover bid for all of the 
ordinary shares in Auzex that it does not already own dated 15 April 2011 are 
varied by extending the period during which the offer will remain open so that 
the offer will now close at 5:00pm (Perth time) on 20 June 2011 (unless further 
extended). 
 
Accordingly, the new date for the giving of the notice required by section 630 
(1) of the Corporations Act 2001 (Cth) (Act) regarding the status of defeating 
conditions is 10 June 2011. As at the date of this notice, so far as GGG knows, 
except for the defeating condition set out in part 1.10(a)(ii) of Annexure A 
("Foreign Acquisitions and Takeovers Act") of its bidder's statement dated 
15 April 2011, none of the defeating conditions have been fulfilled. 
 
This notice is dated 27 May 2011. 
 
A copy of this notice was lodged with ASIC on 27 May 2011. ASIC takes not 
responsibility for the contents of this notice. 
 
 
___________________________ 
Signed for and on behalf of 
 
GGG Resources plc 
 
Dr Jeffrey Malaihollo 
Managing Director 
 
Enquiries, please contact: 
 
David McArthur                           Dr. Jeffrey Malaihollo 
 
GGG Resources plc (Australia)            MD, GGG Resources plc (UK) 
 
41 Stirling Highway                      Tel: + 44 1992 531820 
 
Nedlands WA 6009                         Website: www.gggresources.com 
 
Australia 
 
Tel: +61 8 9423 3200 
 
Collins Stewart Europe Limited (Broker)  Westhouse Securities Limited 
                                         (UK Nominated Adviser) 
John Prior / Adam Miller 
                                         Tom Price / Martin Davison 
Tel: + 44 20 7523 8350 
                                         Tel: + 44 20 7601 6100 
 
Neil Boom                                David Brook 
 
MD, Gresham PR Ltd (UK)                  Professional Public Relations 
                                         (Australia media) 
Tel: + 44 7866 805 108 
                                         T: +61 8 9388 0944/ 
                                         +61 433 112 936 
 
                                         E: david.brook@ppr.com.au 
 
 
 
 
END 
 

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