Grandview Gold Inc.
TSX VENTURE : GVX.H
OTCBB : GVGDF

Grandview Gold Inc.

March 19, 2015 16:02 ET

Grandview Gold Inc. Announces Proposed Share Exchange and Provides Corporate Update

TORONTO, ONTARIO--(Marketwired - March 19, 2015) - Grandview Gold Inc. (TSX VENTURE:GVX.H)(OTCBB:GVGDF) ("Grandview" or the "Company") is pleased to announce that it has entered into a share exchange agreement (the "Share Exchange Agreement") dated March 18, 2015, to acquire all of the issued and outstanding securities of My Courier Depot Inc., an Ontario-based courier services company ("MCD"). Pursuant to the Share Exchange Agreement, the Company's management will be replaced with management appointed by MCD and the Company shall carry on the business of MCD under the new name of "PUDO Inc." or such other name as determined by MCD and the Company's shareholders. MCD's business provides in-store over the counter pick-up services to courier companies and consumers. MCD's services are made available in convenience stores, gas stations, and other variety stores that are typically open on a "24 hours" basis, allowing registered courier companies and consumers to use these stores as pick-up locations for parcels and letters that require identification and/or signatures to release.

Share Exchange

Pursuant to the Share Exchange Agreement, the Company will acquire all of the issued and outstanding shares of MCD ("MCD Shares") on the basis of 8,333.33 Post-Consolidation Grandview Shares (as defined below) of the Company for every one (1) MCD Share (the "Share Exchange"). The Share Exchange Agreement also contains the following conditions:

  1. the consolidation of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share ("Post-Consolidation Grandview Shares") for each twenty (20) pre-consolidation common shares (the "Consolidation");

  2. the change of the Company's name to "PUDO Inc." or such other name deemed appropriate and at the discretion of MCD (the "Name Change");

  3. the voluntary delisting of the Company's common shares from the NEX prior to the completion of the Share Exchange (the "Delisting"); and

  4. if the Consolidation, Name Change and Delisting are approved by the shareholders of the Company, the election of MCD nominees Richard Cooper, Tom Bijou, Howard Westerman, Kurtis Arnold and Ian A. McDougall to the board of directors (the "Board") of the Company (the "Election" and collectively with the Consolidation, the Name Change and the Delisting, the "Conditions").

The shareholders of the Company will be asked to approve the Share Exchange and the Conditions at the annual and special meeting of the Company to be held on April 14, 2015 (the "Meeting")

At the Meeting, shareholders will also be asked to approve the ordinary business of receiving the financial statements of the Company for the financial years ended May 31, 2013 and May 31, 2014, together with the auditor reports thereon, the appointment of the auditors of the Company for the ensuing year and the approval and ratification of the Company's stock option plan. Shareholders will also be asked to approve a special resolution in respect of the sale of substantially all of the assets of the Company to a third party purchaser, the proceeds of such sale to be used by the Company to settle certain outstanding debts of the Company as soon as practicable prior to or after the completion of the Share Exchange.

The Share Exchange is subject to the approval by the shareholders of the Company of the Share Exchange and the Conditions. The Company intends to apply to list its securities on the Canadian Securities Exchange (the "CSE") as soon as practicable following the completion of the Share Exchange. A draft copy of the Company's proposed CSE listing statement will be attached to the management information circular of the Company to be mailed in connection with the Meeting.

Corporate Update

Effective March 21, 2014, D. Richard Brown resigned from the Board. Effective June 30, 2014, Jack Austin resigned from the Board. Effective September 1, 2014, Ted Nunn resigned from the Board. The Board is currently comprised of Paul Sarjeant and Peter Born.

About Grandview Gold Inc.

Grandview is a gold exploration company focused on creating value for shareholders by balancing sustainable small-scale mine development and gold production, with traditional major gold camp exploration.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the delisting of the common shares of the Company from the NEX and the listing of the common shares of the resulting issuer on the CSE after the completion of the Share Exchange. In addition, the use of any of the words "anticipate", "believe", "expect", "plan", "intend", "can", "will", "should", and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including but not limited to expectations and assumptions concerning the receipt of required regulatory approval. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct.

The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Contact Information

  • Grandview Gold Inc.
    Paul Sarjeant
    416.486.3444