GGD Resources Inc.

May 12, 2009 21:28 ET

GGD Resources Inc. Proposes to Acquire Sherman Lake Gold Project and to Complete Non-Brokered Private Placement

GGD Resources Inc. Has Called an Annual & Special Meeting of Shareholders to Appoint New Management Team and Change Name to "God's Lake Resources Inc."

TORONTO, ONTARIO--(Marketwire - May 12, 2009) - GGD Resources Inc. ("GGD" or "the Company") is pleased to announce a series of steps which will be taken to acquire the Sherman Lake Gold Project (the "Project") and to raise funds by way of a private placement to undertake exploration activities for the Project.

Proposed Acquisition of Sherman Lake Gold Project

The Company is pleased to announce that it has entered into an arm's length agreement to acquire a 100% interest in the Sherman Lake Gold Project in consideration for the issuance of 300,000 common shares. This acquisition will close after the annual and special meeting of shareholders as discussed below. A further announcement will be made upon closing.

The Sherman Lake area is located 410 km north of Red Lake, Ontario. The Sherman Lake Gold Project consists of one block of 16 leased claims. Prospecting in 1935 led to the discovery of the Project. Follow-up trenching and drilling in 1936 identified two separate high-grade gold bearing quartz veins. The Project went into production in 1938 and produced 52,560 oz. of gold from 46,457 tons of ore (average grade 1.13 oz/ton) over its 4-year lifetime. Due to difficulties in identifying new ore zones, the mine was closed in 1941. Intermittent exploration efforts over the years by various groups in the immediate and surrounding area of the Project generated erratic results. However, work in the late 1990's identified several top priority exploration targets near the old mine workings. These targets remain untested to this day. It is the plan of GGD to investigate these targets and develop new targets through a systematic review and re-interpretation of historical data with the employment of modern exploration techniques.

Mr. Warren Hawkins, P.Eng., a qualified person under National Instrument 43-101, is independent of GGD and has been retained to prepare a technical report on the Sherman Lake Gold Project in accordance with National Instrument 43-101. It is anticipated that the technical report will be completed in the next thirty days at which time a further announcement will be made summarizing the technical report and a proposed work program. The technical report will be filed in due course on www.sedar.com.

Proposed Private Placement

GGD announces that immediately following the shareholder meeting it will complete a non-brokered arm's length private placement financing for total gross proceeds of $550,000. The proceeds of this private placement will be used to fund exploration activities on the Sherman Lake Gold Project and for general corporate purposes. Further announcements will be made on the proposed exploration program.

The private placement will consist of the issuance of 5,500,000 units at $0.10 per unit. Each unit of the Company shall consist of one common share of GGD and one common share purchase warrant, which separate immediately upon issuance. Each full Warrant entitles the holder to acquire a common share at a price of $0.75 for a period of 24 months (the "Warrant Term") from the closing date, provided that if after four months and one day following the closing date, the closing price of the common shares on the principal market on which such shares trade is equal to or exceeds $1.50 for 20 consecutive trading days, the Company may provide written notice to the purchaser that the Warrant Term shall accelerate to the date which is 90 days following the date a press release is issued by the Company announcing the reduced Warrant Term.

All securities issued pursuant to this private placement will be subject to resale restrictions expiring four months after closing. GGD currently has 2,822,888 common shares issued and outstanding and no shares subject to issuance. After completion of the private placement, GGD will have 8,332,888 common shares issued and outstanding on a non-diluted basis with 5,500,000 common shares subject to issuance, for a total of 13,822,888 common shares on a fully diluted basis. It is anticipated that the new management team will participate in the private placement.

The current controlling shareholders of GGD, Dennis H. Peterson (1,290,232 common shares) and Maria A. Bruzzese (583,615 common shares), own a total of 1,673,938 common shares of GGD (approximately 60% of the 2,822,888 common shares issued and outstanding). As part of the private placement, a total of 1,473,938 common shares held by them will be sold to the private placement investors at a purchase price of $0.01 per share for total proceeds of $14,739. The sale will be completed concurrent with the private placement at which time all of the shares of Maria A. Bruzzese will be sold and 1,473,938 common shares of GGD held by Dennis H. Peterson will be sold leaving him with a balance of 200,000 common shares of GGD.

Annual & Special Meeting

GGD announces that is will hold an annual and special meeting of shareholders on June 12, 2009 at 9:00 am Toronto time. At this meeting the shareholder's of the Company will be asked to elect a new management team, as discussed below, approve a special resolution to change the name of the Company to "God's Lake Resources Inc.", and to approve a new Company stock option plan. In addition to the information provided in this press release, further details are disclosed in the information circular dated May 12, 2009 which will be posted on www.sedar.com.

Appointment of New Management Team

GGD is pleased to announce the following new proposed management team to be elected at the upcoming annual and special meeting of shareholders to be held on June 12, 2009:

Mark B. Cairns

Ontario, Canada

Nominee Director

Mr. Cairns is a nominee director of the Corporation. Mr. Cairns is a partner and founder of EDEV Real Estate Advisors Inc. Prior to forming EDEV Real Estate Advisors Inc., Mr. Cairns spent 8 years with CP Rail Properties Group and Marathon Realty Ltd. While at CP Rail Mr. Cairns was Senior Manager of Land Marketing for Ontario. During his time at Marathon Realty, Mr. Cairns worked with the Senior Vice-President of Land on strategic planning for large urban parcels like the Toronto Railway Lands, business park development in the United States and corporate real estate services for CP Rail. Also during his time at Marathon Realty, Mr. Cairns completed his Executive MBA at the University of Toronto. Mr. Cairns holds an MBA from the University of Toronto and a BA in Economics from the University of Western Ontario.

Michael J. Doran

Ontario, Canada

Nominee Director

Mr. Doran is a nominee director of the Corporation. Mr. Doran is the President and CEO of the National Consulting Group (NCGI), a Canadian based consulting firm specialized in strategic advice to business and government. In the past five years, Mr. Doran has served in the following capacities for the following companies: Chairman, United Utilities Canada (1994-present); Chairman, Metcalfe Investments (2004-present); director, Hatch Mott Macdonald Ltd. (1998-2006); and director, Hatch Consulting Engineers (1996-2005).

Wolfgang H. Kyser

Ontario, Canada

Nominee Director

Mr. Kyser is a nominee director of the Corporation. Mr. Kyser is the President of Nutok Corporation, an investment company engaged in real estate investment and financing, as well as raising capital for junior mining companies. In the past five years, Mr. Kyser has served in the following capacity for the following public company: director of Net Net Net.TV, Inc. (December 2006 to present). Mr. Kyser graduated in 1972 with a law degree from McGill University was called to the Bar of Ontario in 1974. He practised commercial, securities and real estate law in Toronto until 1980 when he joined an international public real estate corporation as general counsel and director until 1985.

Dennis H. Peterson

Ontario, Canada

Director

Mr. Peterson is a director of the Corporation. Mr. Peterson is a securities lawyer and the principal of Peterson Law Professional Corporation, a Toronto-based securities law boutique focusing on resource companies. Mr. Peterson was called to the Bar of Ontario in 1988. In the past five years, Mr. Peterson has served in the following capacities for the following public companies: director, Franc-Or Resources Corporation (1996 to 2006); director, Probe Mines Limited (2001 to 2006) (2008 to present); Secretary, Liberty Mineral Exploration Inc. (2003 to 2005); Secretary, Nayarit Gold Inc. (2005-2006); President and director, Consolidated Ophir Ventures Inc. (2004 to 2006), a predecessor to CIC Energy Corp.; President and director, Denroy Resources Corporation (2005 to 2007), a predecessor to Nevoro Inc.; director, EM Resources Inc. (2005 to present); President and director, Canadian Baldwin Resources Limited (2005 to 2006), a predecessor to Aura Minerals Inc.; and President and director, GGD Resources Inc. (2006 to present). Mr. Peterson holds a Bachelor of Commerce (Honours) degree from Queen's University and a Bachelor of Laws degree from the University of Toronto.

The new management proposes to appoint Mark B. Cairns as Acting President & Chief Executive Officer, and Dennis H. Peterson as Acting Chief Financial Officer & Corporate Secretary. Other current directors of GGD, Maria A. Bruzzese and Robert L. Gordon, have not been nominated for re-election and the Company thanks them for their service.

Qualified Person

The qualified person under National Instrument 43-101 responsible for all technical data reported in this news release is Mr. Warren Hawkins, P.Eng.

CAUTIONARY STATEMENT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of GGD Resources Inc., are forward-looking statements that involve various 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 GGD Resources Inc.'s expectations are the risks detailed herein and from time to time in the filings made by GGD Resources Inc. with securities regulators.

Contact Information

  • GGD Resources Inc.
    Dennis H. Peterson
    (416) 777-6772
    (416) 352-5693 (FAX)
    dhp@petelaw.com