GGD Resources Inc.: Press Release

2008-03-31 15:21:00

GGD Resources Inc.: Press Release

TORONTO, ONTARIO–( EMWNews – March 31, 2008) – GGD RESOURCES INC. (“GGD” or the “Corporation”) is pleased to announce the results of certain steps taken to reorganize its share capital. GGD is an inactive reporting issuer seeking a new business in the resource sector with an objective to maximize shareholder value. The shares of GGD do not trade on any stock exchange or generally recognized trading system.

Share Consolidation and Split

GGD is pleased to announce the completion of its proposed share reorganization plan (the “Share Reorganization Plan”) as approved by shareholders on December 19, 2007 consisting of a consolidation of 100:1 which became effective on December 19, 2007 followed by a split of the common shares on a 1:100 basis which became effective on December 20, 2007.

The Corporation has a large number of shareholders holding small numbers of Common Shares. The Corporation believes that most of these small shareholders welcome the opportunity to sell their Common Shares. Accordingly, the Corporation has undertaken the steps outlined below in order to purchase these small holdings and benefit from the resulting cost savings:

(a) effective December 19, 2007 (the “Consolidation Date”) the Common Shares of the Corporation were consolidated on the basis of one (1) post-consolidation share for each one hundred (100) pre-consolidation shares (the “Consolidation”). There was no rounding up of Common Shares on the consolidation;

(b) as a result of the Consolidation, any holder of less than one (1) post-consolidation Common Share has ceased to hold Common Shares and is entitled to be paid cash consideration equal to that number of pre-consolidation Common Shares held by the holder multiplied by $0.093. The Common Shares are not listed on a stock exchange or any generally recognized quotation system. The per share price of $0.093 is based on the arm’s length price per share of $0.0137 paid in a change of control transaction announced on May 18, 2006 and adjusted for the 6.8:1 Common Share consolidation which became effective on July 4, 2007. The Corporation is not aware of any arm’s length sales of the Common Shares since that time. The per share price of $0.093 is believed by the board of directors to represent fair value for the Common Shares of the Corporation which has no prospects or assets at the present time, and a working capital deficit of $70,500 (unaudited) as at December 31, 2007. Holders will receive their payment by presenting and surrendering to the Corporation for cancellation the certificate or certificates representing the issued and outstanding Common Shares; and

(c) effective December 20, 2007 the remaining Common Shares were split on the basis of one hundred (100) post-split shares for each one (1) post-consolidation share.

As a result of these steps a total of 2,623 Common Shares held by 56 shareholders who held less than 100 Common Shares have ceased to exist, and the Corporation has recorded a liability of $244 in payment for these shares at a price of $0.093 per share. The number of issued and outstanding Common Shares has been reduced by 2,623 Common Shares such that the Corporation would have 902,535 Common Shares issued and outstanding rather than 905,158 Common Shares issued and outstanding as previously reported by the Corporation, all subject to the increase in issued and outstanding shares as noted below. Holders of 100 or more Common Shares of the Corporation at the Consolidation Date continue to hold the same number of Common Shares currently held as a result of these transactions following the stock split.

Increase in Issued & Outstanding Shares

The Corporation has been advised by its transfer agent that a predecessor transfer agent did not include in the Corporation’s outstanding share capital certain shares which were not exchanged for consolidated shares pursuant to an historical share consolidation. GGD has subsisted under three separate names since incorporation, and upon each name change, there was an associated consolidation which may be summarized as follows:



-------------------------------------------------------------
Grandad Resources Limited
("GRL")
-------------------------------------------------------------

2:1 share consolidation

-------------------------------------------------------------
Great Grandad Resources Limited
("GGRL")
-------------------------------------------------------------

6.8:1 share consolidation

-------------------------------------------------------------
GGD Resources Inc.
("GGD")
-------------------------------------------------------------

 

As a result of this historical error, there are an additional 630,030 Common Shares issued and outstanding in addition to the 902,535 Common Shares issued and outstanding after adjustment for the Consolidation/Split as noted above. The Corporation is satisfied that no further shares will be issuable as a result of these circumstances.

Accordingly, as at December 31, 2007, the number of issued and outstanding common shares of the Corporation has increased by 630,030 common shares from 902,535 common shares to 1,532,565 common shares.

About GGD

The management of GGD has commenced a process to identify new business opportunities for GGD in the resource sector, with a view to maximizing value for shareholders. As at the date of this press release, no new business that fulfills the objectives of management has been identified. The Corporation does not currently have an undertaking. Success in identifying a suitable new business for the Corporation cannot be assured, and there are no opportunities which have been identified at the present time. Reference should be made to the risks detailed from time to time in the filings made by GGD with securities regulators.

CAUTIONARY STATEMENT: 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, 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 from GGD’s expectations are the risks detailed herein and from time to time in the filings made by GGD with securities regulators.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

For more information, please contact

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

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