Grenville Gold Corporation

Grenville Gold Corporation

November 08, 2005 17:58 ET

Grenville Announces Sale of Control Position

TORONTO, ONTARIO--(CCNMatthews - Nov. 8, 2005) - Grenville Gold Corporation ("Grenville") (TSX VENTURE:GVG) announces that it has been advised that the first close of the purchase of up to 5,300,000 common shares of Grenville by Mr. Terry Butchart, acting on behalf of a group of investors (the "Investors"), from John F. O'Donnell, a director of Grenville, and Mr. O'Donnell's holding company, Blue Stack Capital Corp. ("Blue Stack") (the "Transaction") is scheduled to be completed on Friday, November 11, 2005.

It is a condition of the Transaction that, concurrent with the first closing of the Transaction, Grenville will create a subsidiary to be named Parkman Diamond Corporation ("Parkman") into which Grenville will transfer and assign all of its interest in the Parkman Diamond project. In exchange, Parkman will issue 8,164,382 common shares. Grenville will retain 5,442,922 (66.7%) of the Parkman shares and the remaining 2,721,460 Parkman shares will be distributed to Grenville's existing shareholders as a dividend-in-specie or return of stated or paid up capital. This dividend will be distributed proportional to the holdings of the existing Grenville shareholders as at the close of business on the trading day prior to the first closing. 1,200,000 of the 5,300,000 shares of Grenville being acquired (the "Contested Shares") are the subject of a legal action (the "Legal Action") commenced in the Supreme Court of British Columbia by a third party claiming entitlement to the Contested Shares. Until the conclusion of the Legal Action, 400,000 of the Parkman Shares will be held in escrow representing the allocation of Parkman Shares relating to the Contested Shares and will be ultimately distributed to the owners of the Contested Shares at the record date, or if they lose the Legal Action, to the third party who launched the action. As a result of setting the timing of the first closing, the record date for receipt of the dividend of Parkman shares is scheduled to be at the close of business on Thursday, November 10, 2005.

The directors of Grenville have approved the appointment of Mr. Brad Kitchen to fill the vacancy created by the resignation of Vern Schwarz and wish to express their appreciation for Mr. Schwarz' contributions to the development of Grenville. The directors have also approved Mr. Kitchen's appointment as President of Grenville to replace Mr. Timothy J. Beesley who resigned to become President of Parkman. The TSX Venture Exchange has accepted for filing Grenville's proposal to issue 1,875,000 common shares of Grenville to John F. O'Donnell at a deemed price of $0.08 per share to settle outstanding debt for $150,000. The shares are subject to a four month hold period and will not be delivered until March 4, 2006. Mr. O'Donnell has also agreed to grant an option to Mr. Butchart and the Investors or their nominees to acquire any or all of the 1,875,000 shares for a period of one year expiring November 11, 2006 at a price of $0.08 per share.

The completion of the above Transaction and related agreements is conditional upon the fulfillment of certain conditions. Please refer to Grenville's Press Release dated October 19, 2005 for further details regarding the Transaction.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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