Notices of General Meetings (0961U)

TIDMGGG

RNS Number : 0961U

GGG Resources PLC

16 December 2011

GGG Resources plc

(the "Company" or "GGG")

Notices of General Meetings

Posting of Scheme Document

Notice of Intention to Delist GGG from AIM and ASX and readmit Australian Incorporated Holding Company

December 16, 2011

-- Scheme Circular detailing the acquisition of GGG's entire share capital by Bullabulling Gold Limited has been posted to shareholders.

-- The Court Meeting will take place on 9 January 2012 at 10:00, followed by the General Meeting.

-- The Effective Date of the Scheme is 29 February 2012 followed by the cancellation of GGG's listing on AIM and ASX on 2 March 2012.

-- This will be immediately followed by the admission of Bullabulling Gold Limited to AIM and ASX.

   --     The Scheme is supported by GGG's Directors, Auzex and GGG's largest shareholder. 

GGG today announces further details of the proposed merger to take place between GGG and Auzex. The first step will be effected by a scheme of arrangement which will involve GGG's acquisition by Bullabulling Gold Limited ("BBG"), an Australian incorporated company. As a result of this the trading of GGG shares on AIM and DIs on the ASX will be cancelled and shares in BBG will be admitted to trading on the ASX and DIs representing shares in BBG will be admitted to AIM.

The Company has today posted a Scheme Circular setting out full details of the proposed change of capital structure and a notice convening the meetings necessary to effect the changes described therein. The Scheme Circular will be made available on the Company's website later today.

The Court Meeting and the General Meeting will be held at the offices of Cobbetts LLP, 70 Gray's Inn Road, London WC1X 8BT at 10:00 a.m. and 10:15 a.m. respectively (or, in the case of the General Meeting, if later, as soon as the Court Meeting has been concluded or adjourned) on 9 January 2012. For the Scheme to become effective the resolutions to be proposed at both these meetings must be passed by the requisite majorities. Notices of the GGG Meetings are set out in Part Eight of the Scheme Circular.

The Court Meeting is a meeting of the shareholders of GGG, which has been convened by Court order and will be held at the offices of Cobbetts LLP, 70 Grays Inn Road, London WC1X 8BT. The sole purpose of the Court Meeting is to seek the approval of GGG Shareholders for the Scheme.

The General Meeting, which will be held immediately after the Court Meeting, is being called to enable GGG Shareholders to vote on approving certain elements of the Scheme and various matters in connection with the Scheme including the cancellation of the admission of the GGG Shares from trading on AIM.

Introduction

On 30 August 2011 GGG announced the signing of a binding heads of agreement with Auzex to combine the companies' 50/50 interests in the Bullabulling Project such that they will be held by a single Australian domiciled corporate entity listed on AIM and the ASX. The formal MIA was subsequently executed on 17 September 2011.

GGG and Auzex intend to implement this merger firstly by a scheme of arrangement under the Act, by which a newly incorporated Australian domiciled company, BBG, will become the dual listed holding company of GGG (the "Scheme"), and, subsequently, by way of an Australian scheme of arrangement under the Corporations Act, by which BBG will become the holding company of Auzex (the "Australian Share Scheme").

The end result, assuming both the Scheme and the Australian Share Scheme are approved, will be for BBG to own 100% of the Bullabulling Project through its ownership of GGG and Auzex.

In addition, Auzex will:

(i) transfer its non Bullabulling assets (including its GGG Shares) into a new company, whose shares are to be issued to Auzex shareholders in proportion to their existing Auzex shareholding ("Spin Out"); and

(iii) complete an Australian scheme of arrangement whereby Auzex option holders will exchange their Auzex options for equivalent options in BBG ("Australian Option Scheme").

Further details in relation to the Spin Out, Australian Share Scheme and Australian Option Scheme (the latter two together being the "Australian Schemes") are provided in the Scheme Circular.

The Proposals as set out in the Scheme Circular, which relate to the Scheme in the UK, are not conditional upon the Spin Out or the Australian Schemes becoming effective and Auzex thereby being acquired by BBG. In the event that, for whatever reason, the Australian Schemes do not become effective, but the Proposals are implemented, the GGG Shareholders will continue to hold the same percentage interest in GGG's assets, albeit through a dual listed Australian domiciled company, being BBG.

In the event that the Spin Out and Australian Schemes become effective, which will depend upon, amongst other things, the shareholders of Auzex voting in favour of the Spin Out and Australian Schemes, GGG Shareholders' percentage holding in BBG will be reduced to half of their percentage holding in GGG (adjusted for certain factors as set out below) but they will, as a result of the merger, hold an interest in the entirety of the Bullabulling Project.

The Directors are unanimously recommending that GGG Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to facilitate it to be proposed at the General Meeting, as the Directors have irrevocably undertaken to do in respect of their own beneficial holdings, and those of certain persons connected with them (within the meaning of Part 22 of the Act), of, in aggregate, 11,587,661 GGG Shares, representing approximately 6.97per cent. of the existing issued share capital of GGG.

Summary of the Scheme

Under the terms of the Scheme, all Scheme Shares and CDIs will be cancelled and, upon the Scheme becoming Effective, Scheme Shareholders and CDI Holders will be entitled to receive one New BBG Share for every Scheme Share held. It is intended that the New BBG Shares will be admitted to trading on AIM and the ASX as soon as practicable following implementation of the Scheme.

The New BBG Shares to be issued under the Scheme will be allotted and issued credited as fully paid. An application will be made for the admission of the New BBG Shares to trading on each of AIM and ASX. The New BBG Shares will rank pari passu in all respects with the BBG Shares in issue at the time such New BBG Shares are allotted and issued, including the right to receive and retain dividends and other distributions declared, made or paid after the Effective Date.

The Scheme is conditional upon:-

(i) its approval on a poll by a majority in number representing not less than 75% in value of the Scheme Shareholders who are on the register of members of GGG at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting (or any adjournment thereof);

(ii) the resolution set out in the notice of General Meeting required to approve and implement the Scheme and to approve certain related matters being duly passed by the requisite majority at the General Meeting (or any adjournment thereof);

(iii) the sanction (with or without modification (but subject to such modification being acceptable to GGG)) of the Scheme and the confirmation of the Capital Reduction by the Court;

(iv) an office copy of the Order and of the Statement of Capital being delivered for registration to the Registrar of Companies; and

(v) BBG obtaining conditional approval for the admission to trading of BBG shares on ASX and AIM.

Assuming that no GGG Shares or BBG Shares are issued in the period from the date of this announcement to the Effective Date, Scheme Shareholders will hold in aggregate 166,280,298 New BBG Shares, representing 100 per cent. of the issued share capital of BBG.

Upon the Scheme becoming Effective:

(i) the Scheme Shares will be cancelled and in their place new ordinary shares in the capital of GGG will be issued to BBG, whereupon dealings in GGG Shares will cease and GGG will become a wholly-owned subsidiary of BBG;

(ii) the New BBG Shares (or BBG DIs) due to each GGG Shareholder pursuant to the Scheme will be issued to each GGG Shareholder within 14 days of the Effective Date; and

(iii) the New BBG Shares will be issued credited as fully paid and will rank pari passu in all respects with the BBG Shares in issue on the Effective Date, including the right to receive and retain dividends and other distributions declared made or paid by reference to a record date falling after the Effective Date. Details of the rights attaching to the New BBG Shares are set out in Part Four of the Scheme Circular.

GGG currently has in issue the GGG Warrants and the GGG Options. GGG is seeking to enter into the Option Exchange Arrangements with all GGG Option holders, but may not be able to do so prior to the Effective Date. To the extent GGG is unable to negotiate arrangements with particular GGG Option holders, the GGG Options held by those Option holders will not be cancelled. Instead, they will continue after the Effective Date, but must be exercised within 6 months (or if earlier, on the date upon which they would otherwise lapse) and, if exercised, will be converted into BBG Shares pursuant to the proposed new Article 47 to be inserted in to the Articles, subject to the passing of the Resolution to be proposed at the General Meeting.

Holders of GGG Warrants will need to exercise their GGG Warrants before they expire, as they will lapse prior to the Effective Date.

It is intended that the New BBG Shares will be fully paid and rank equally with BBG's other issued fully paid ordinary shares from their date of issue. An application will be made to the ASX for quotation of New BBG Shares on the ASX and to AIM for admission to trading of the New BBG Shares (or depositary interests representing such New BBG Shares).

It is anticipated that GGG Shareholders who hold their GGG Shares in CREST will receive depositary interests representing the New BBG Shares that they are entitled to ("BBG DIs"). GGG Shareholders who hold their GGG Shares in certificated form, and CDI Holders, will receive BBG Shares directly. It is intended that application will be made for the New BBG Shares to be admitted to trading on AIM and the ASX. As BBG will be an Australian corporation, the New BBG Shares will trade on the ASX, with the BBG DIs being admitted to CREST.

Background to, and reasons for, the Directors recommending the scheme and the capital reduction

GGG and Auzex each own 50% of the Bullabulling Project that they operate as an unincorporated joint venture.

Following negotiations, GGG entered into a merger Implementation Agreement dated 17 September 2011 with Auzex whereby the parties agreed to merge through the creation of an Australian incorporated company, Bullabulling Gold Limited (BBG) which:

   (i)         will hold, directly or indirectly, 100% of the Bullabulling Gold Project; 

(ii) will be owned 50% by GGG Shareholders and 50% by Auzex shareholders, subject to adjustment to reflect GGG's shareholding in Auzex at the time of the merger; and

   (iii)       will be listed on both the ASX and AIM. 

Accordingly, GGG is now proposing a scheme of arrangement under Part 26 of the Act whereby:

(i) all of GGG's shares would be cancelled by way of a reduction of capital and the New GGG Shares issued to BBG pursuant to a capitalisation of the resulting reserve; and

(ii) GGG's shareholders would receive ordinary shares in BBG on a one-for-one basis equivalent to their shareholdings in GGG.

The Scheme is the first stage of the implementation of the proposed merger of GGG and Auzex pursuant to the MIA. However, the implementation of the Scheme is not dependent or conditional upon any further steps in the proposed merger. GGG intends to implement the Scheme (subject to the above conditions being satisfied) regardless of whether the proposed merger with Auzex is completed.

The commercial rationale for proceeding with the Scheme, regardless of whether the merger with Auzex is completed, is that the Directors have, in any case, determined that it is in the best interests of GGG to have an Australian parent company, as GGG's primary asset is in Australia and this will give GGG greater access to Australian equity and debt finance.

The second stage of the proposed merger involves:

   (i)         the Spin Out; 
   (ii)        the Australian Share Scheme; and 
   (ii)        the Australian Option Scheme. 

Under the Australian Share Scheme, the intention is that Auzex shareholders (other than GGG) will receive BBG Shares resulting in those persons having a percentage shareholding in BBG equal to 50% of their percentage shareholding in Auzex, thereby retaining the same economic interest in Bullabulling as they hold immediately before the Australian Share Scheme takes effect.

In addition, under the Australian Share Scheme, the intention is that Auzex shareholders will acquire 50% of the issued shares of BBG after the merger (and thereby dilute existing BBG Shareholders by 50%), adjusted to allow for the fact GGG will retain its substantial shareholding in Auzex (which will include any Auzex shares acquired as part of the cash balancing adjustment as discussed below). The exact number of BBG Shares to be issued to each Auzex shareholder is determined by a formula contained in the MIA that accounts for GGG's shareholding in Auzex.

For example, if GGG holds 10% of Auzex's shares at the time the Australian Schemes take effect (which equates to a 5% shareholding in BBG after the merger), Auzex shareholders (other than GGG) will be issued BBG Shares totalling 45% of BBG's issued share capital after the merger. As a result, existing BBG shareholders holdings will be adjusted such that together they hold 55% of BBG's issued shares capital after the merger.

The merger is intended to be a merger of equals. However, GGG is expected to have more cash (and cash equivalents) on hand when the Australian Schemes take effect, and will have a substantial shareholding in Auzex. Shortly before the record date for the Australian Schemes, there will be a cash balancing adjustment to ensure that GGG and Auzex have materially the same net cash position on the Australian Schemes taking effect. This is to be achieved by GGG using its excess cash holdings to subscribe for Auzex shares. GGG currently holds 10,266,667 Auzex shares totalling approximately 7.93% of Auzex's issued shares, which it will retain after the proposed merger with Auzex, along with Auzex shares acquired as part of the cash balancing.

In relation to the Scheme, each Scheme Shareholder will receive the same number of New BBG Shares under the Scheme as they currently hold of GGG Shares.

GGG and Auzex have agreed that their interests in the Bullabulling Project must be consolidated either directly or indirectly into a single Australian domiciled entity in order to:

   --          unlock substantial shareholder value; 
   --          focus management time on the development of the Bullabulling Project; 
   --          capitalise on the current high gold price; 
   --          attract new management; and 

-- attract further equity and debt finance for the Bullabulling Project (on improved terms).

With the completion of the Scheme and Australian Schemes, the parties will have achieved their commercial objective of consolidation as BBG will:

   --          hold, indirectly, 100% of the Bullabulling Project; 

-- will be owned 50% by GGG Shareholders and 50% by Auzex shareholders, subject to adjustment to reflect GGG's shareholding in Auzex at the time of the merger; and

   --          be listed on the ASX and AIM. 

Further information relating to Auzex

Prior to the proposed acquisition of Auzex by BBG, Auzex is intending to complete the Spin Out. The purpose of this divestment is to allow the merger under the Australian Schemes to proceed as a merger of equals (other than in respect of GGG's shareholding in Auzex).

As at the date of the Scheme Circular Auzex holds 7,022,472 GGG Shares representing 4.22 per cent. of the issued share capital of GGG. Under the proposed terms of the Spin Out, these GGG Shares will be transferred on 21 December 2011 to the new company Auzex Exploration Limited.

On 2 November 2011 Auzex announced a renounceable pro-rata entitlement offer to each of its eligible shareholders on the basis of 1 new Auzex share for every 5 Auzex shares held at an Offer Price of $0.24 per new Auzex share. The offer, which closed on 30 November 2011 was underwritten and raised AUD$4.6 million (before costs). This is in addition to a placing made to sophisticated and institutional investors that closed on 28 October 2011 and raised approximately $3.4 million before offer costs.

It is emphasised that while GGG and Auzex have agreed the terms of the merger, the final ratios of the merger are subject to change prior to the completion of the Australian Schemes.

Expected Timetable of Principal Events

The following indicative timetable sets out expected dates for the implementation of the Scheme. The times are all stated as GMT.

 
 Date and/or Time            Event 
 10:00 a.m. on 5 January     Latest time for lodging CDI Voting Instruction 
  2012                        Form for the Court Meeting 
 10:15 a.m. on 5 January     Latest time for lodging CDI Voting Instruction 
  2012                        Form for the General Meeting 
 10:00 a.m. on 7 January     Latest time for lodging blue Forms of 
  2012                        Proxy for the Court Meeting(1) 
 10:15 a.m. on 7 January     Latest time for lodging white Forms of 
  2012                        Proxy for the General Meeting(1) 
 6:00 p.m. on 7 January      Voting Record Time for the Court Meeting 
  2012                        and the General Meeting(2) 
 10:00 a.m. on 9 January     Court Meeting 
  2012 
 10:15 a.m. on 9 January     General Meeting 
  2012 
 10:00 a.m. on 12 January    Directions hearing for Capital Reduction 
  2012 
 22 February 2012            Last day of dealing in CDIs on ASX. 
 4:30 p.m. on 28 February    Disablement of GGG Shares in CREST 
  2012 
 6:00 p.m. on 28 February    Scheme Record Time 
  2012 
 7:30 a.m. on 29 February    Suspension of listing and dealings in 
  2012                        GGG Shares on AIM 
 29 February 2012            Court Hearing (to sanction the Scheme 
                              and to confirm the Capital Reduction) 
 29 February 2012            Effective Date of the Scheme 
 2 March 2012                Issue and allotment of New BBG Shares 
 7:00am on 2 March 2012(2)   Cancellation of admission of GGG Shares 
                              to trading on AIM 
 7:00am on 2 March 2012(2)   Commencement of dealings in the New BBG 
                              Shares on AIM and settlement through 
                              CREST in respect of new BBG DIs 
 5:00p.m. (WST) 2 March      Termination of quotation of the CDIs 
  2012(2)                     on ASX 
 5:00p.m. (WST) 2 March      De-listing of GGG from the Official List 
  2012(2)                     of the ASX 
 7 March 2012                Date for dispatch of holding statements 
                              in respect of New BBG Shares 
 10 March 2012(2)            Commencement of quotation of New BBG 
                              Shares on ASX 
 
 
 Dr. Jeffrey Malaihollo           Westhouse Securities Limited (UK Nominated 
  MD, GGG Resources plc (UK)       Adviser) 
  Tel: + 44 1992 531820            Tom Price / Martin Davison 
  Email: www.gggresources.com      Tel: + 44 20 7601 6100 
 Neil Boom                        Collins Stewart Europe Limited (Broker) 
  MD, Gresham PR Ltd (UK).         John Prior / Adam Miller 
  Tel: + 44 7866 805 108           Tel: + 44 20 7523 8350 
                                 ------------------------------------------- 
 David McArthur                   David Brook 
  GGG Resources plc (Australia)    Professional Public Relations (Australia 
  41 Stirling Highway              media) 
  Nedlands, WA 6009                T: [phone]/ [phone] 
  Australia                        E: [e-mail] 
  Tel: [phone] 
                                 ------------------------------------------- 
 

Definitions

 
 "A Ordinary Share"             the one A Ordinary Share of 2 pence to be 
                                 issued to BBG subject to the resolution 
                                 to be proposed at the General Meeting being 
                                 passed; 
 "Act"                          the Companies Act 2006, as amended, including 
                                 any statutory modification or re-enactment 
                                 thereof for the time being in force; 
 "Admission"                    together the AIM Admission and the ASX Admission; 
 "AIM"                          the AIM market of the London Stock Exchange; 
 "AIM Admission"                admission of the New BBG Shares to trading 
                                 on AIM becoming effective in accordance 
                                 with Rule 6 of the AIM Rules; 
 "AIM Rules"                    the rules of the London Stock Exchange for 
                                 AIM companies and their nominated advisers 
                                 governing admission to and operation of 
                                 AIM, as amended from time to time; 
 "ASIC"                         The Australian Securities and Investments 
                                 Committee 
 "ASX"                          ASX Limited (ACN 008 624 691) or the Australian 
                                 Securities Exchange (as the context requires); 
 "ASX Admission"                admission of the New BBG Shares to trading 
                                 on the ASX becoming effective; 
 "ASX Listing Rules"            the listing rules of the ASX; 
 "Australian Share              shall have the meaning ascribed to it in 
  Scheme"                        paragraph 1 of Part One of the Scheme Circular; 
 "Australian Option             shall have the meaning ascribed to it in 
  Scheme"                        paragraph 1 of Part One of the Scheme Circular; 
 "Australian Schemes"           together the Australian Share Scheme and 
                                 the Australian Option Scheme; 
 "Auzex"                        Auzex Resources Limited a company registered 
                                 in Australia with registered number ACN 
                                 106 444 606; 
 "Australia"                    the Commonwealth of Australia and its dependent 
                                 territories; 
 "BBG"                          Bullabulling Gold Limited a public company 
                                 incorporated in Australia and registered 
                                 in Western Australia, with registered number 
                                 ACN153 234 532; 
 "BBG DIs"                      Shall have the meaning ascribed in paragraph 
                                 19 of Part Two of the Scheme Circular; 
 "BBG Options"                  options to be issued by BBG pursuant to 
                                 the BBG Option Deed; 
 "BBG Optionholder(s)"          the holders of BBG Options; 
 "BBG Executive Option          the option plan approved by the board of 
  Plan" or "Plan"                Directors of BBG on 12 December 2011, further 
                                 details of which are set out in paragraph 
                                 8 of Part Four of the Scheme Circular; 
 "BBG Shares"                   Ordinary shares of no par value in the capital 
                                 of BBG; 
 "Bullabulling" or              the Bullabulling gold deposit located in 
  "Bullabulling Project"         the Coolgardie region of Western Australia, 
                                 including the tenements thereon and associated 
                                 mine assets acquired by GGG and Auzex under 
                                 the Bullabulling Sale and Purchase Agreement; 
 "Bullabulling Sale             the agreement summarised in paragraph 10 
  and Purchase Agreement"        of Part Four of the Scheme Circular; 
 "Board" or "Directors"         the board of directors of GGG as at the 
                                 date of the Scheme Circular; 
 "Business Day"                 a day (excluding a Saturday, a Sunday or 
                                 a public holiday) on which banks are open 
                                 for normal business in London; 
 "Cancellation"                 The cancellation of the admission to trading 
                                 of the GGG Shares to treading on AIM; 
 "Capital Reduction"            the reduction in capital of GGG provided 
                                 for in clause 1.1 of the Scheme; 
 "certificated" or              a share or other security which is not in 
  "in certificated               uncertificated form (that is, not in CREST 
  form"                          or CHESS); 
 "CDI"                          CHESS Depositary Interest representing a 
                                 unit of beneficial ownership in the GGG 
                                 Shares registered in the name of CHESS Depositary 
                                 Nominees Pty Ltd; 
 "CDI Depository"               CHESS Depository Nominees Pty Ltd; 
 "CDI Holder"                   a registered holder of a CDI; 
 "CDI Registrar"                Computershare Investor Services Pty Ltd; 
 "CHESS"                        the Clearing House Electronic Subregister 
                                 System operated by the ASX Settlement Corporation, 
                                 a wholly owned subsidiary of the ASX; 
 "Computershare" or             Computershare Investor Services PLC; 
  "Registrars" 
 "City Code" or "Takeover       the City Code on Takeovers and mergers; 
  Code" 
 "Corporations Act"             Australian Corporations Act 2001 (Cth); 
 "Court"                        the High Court of Justice in England and 
                                 Wales; 
 "Court Hearing"                the hearing of the Court of the claim form 
                                 to sanction the Scheme under section 899 
                                 of the 2006 Act to confirm the Capital Reduction 
                                 under section 648 of the Act; 
 "Court Meeting"                the meeting of the Scheme Shareholders convened 
                                 by order of the Court pursuant to section 
                                 896 of the 2006 Act (notice of which is 
                                 set out in Part Eight of the Scheme Circular) 
                                 to consider and, if thought fit, approve 
                                 the Scheme (with or without amendment), 
                                 including any adjournment thereof; 
 "CREST"                        the computerised settlement system to facilitate 
                                 the transfer of title to shares in uncertificated 
                                 form, operated by Euroclear; 
 "CREST Regulations"            the Uncertificated Securities Regulations 
                                 2001 (SI 2001/3755), including any modifications 
                                 thereof or any regulations in substitution 
                                 therefor and for the time being in force; 
 "Dealing Day"                  a day on which the London Stock Exchange 
                                 is open for business in the trading of securities 
                                 admitted to AIM; 
 "Disclosure and Transparency   The Disclosure and Transparency Rules set 
  Rules"                         out in the Financial Services Authority 
                                 Handbook 
 "Effective"                    the Scheme having become effective pursuant 
                                 to its terms; 
 "Effective Date"               the date on which the Scheme becomes Effective; 
 "Euroclear"                    Euroclear UK & Ireland Limited; 
 "Explanatory Statement"        the explanatory statement (in compliance 
                                 with section 897 of the 2006 Act) relating 
                                 to the Scheme, as set out in in the Scheme 
                                 Circular; 
 "Forms of Proxy"               the blue form of proxy for use at the Court 
                                 Meeting and the white form of proxy for 
                                 use at the General Meeting; 
 "General Meeting"              the general meeting of GGG Shareholders 
                                 (and any adjournment thereof) convened to 
                                 consider and, if thought fit, to approve 
                                 certain resolution in connection with the 
                                 Scheme and the Capital Reduction; 
 "GGG" orthe "Company"          GGG Resources plc, a public company incorporated 
                                 in England and Wales with registered number 
                                 05277251; 
 "GGG Articles"                 the articles of association of GGG as at 
                                 the date of the Scheme Circular; 
  "GGG Group"                   GGG and its subsidiaries as set out in paragraph 
                                 2 of Part Four of the Scheme Circular; 
 "GGG Notice of General         the notice set out in the Scheme Circular 
  Meeting"                       convening the General Meeting; 
 "GGG Meetings"                 the Court Meeting and the General Meeting; 
 "GGG Options"                  options to subscribe for GGG Shares granted 
                                 pursuant to the GGG Option Scheme, further 
                                 details of which are set out in paragraph 
                                 7 of Part Four of the Scheme Circular; 
 "GGG Option Scheme"            GGG's Unapproved Share Option Scheme adopted 
                                 by the Board on 14 March 2005; 
 "GGG Option Scheme             the rules of the GGG Option Scheme: 
  Rules" 
 "GGG Shareholder(s)"           the registered holders of GGG Shares; 
 "GGG Shares"                   ordinary shares of 2 pence each in the capital 
                                 of GGG; 
 "GGG Warrants"                 warrants issued by GGG pursuant to the GGG 
                                 Warrant Deed; 
 "GGG Warrant Deed"             a warrant deed dated 15 July 2010 each to 
                                 subscribe for one GGG Share at a price of 
                                 12.6 pence at any time from the date of 
                                 issue until 12 January 2012; 
 "HMRC"                         Her Majesty's Revenue & Customs; 
 "holder"                       a registered holder and includes and person(s) 
                                 entitled by transmission; 
 "Hearing Date"                 the date of the Court Hearing; 
 "Indicated Mineral             an accumulation of mineral(s) sampled by 
  Resource"                      drill holes, underground openings, or other 
                                 sampling procedures at locations too widely 
                                 spaced to ensure continuity but close enough 
                                 to give a reasonable indication of continuity 
                                 and where geoscientific data are known with 
                                 a reasonable level of continuity; 
 "Inferred Mineral              an accumulation of mineral(s), inferred 
  Resource"                      from geoscientific evidence, drill holes, 
                                 underground openings or other sampling procedures, 
                                 and before testing and sampling information 
                                 is sufficient to allow a more reliable and 
                                 systematic estimation; 
 "JORC" or "JORC Code"          the Australasian Code for Reporting of Exploration 
                                 Results, Mineral Resources and Ore Reserves, 
                                 published by the Joint Ore and Resource 
                                 Committee and setting minimum standards 
                                 for public reporting in Australia and New 
                                 Zealand of exploration results, mineral 
                                 resources and ore reserves; 
 "London Stock Exchange"        London Stock Exchange plc; 
 "Long Stop Date"               30 June 2012; 
 "MIA"                          The merger implementation agreement dated 
                                 17 September 2011 between (1) GGG and (2) 
                                 Auzex (as amended); 
 "New BBG Shares"               such BBG Shares as are issued by BBG (credited 
                                 as fully paid) pursuant to the Scheme and 
                                 which will rank paripassu in all respects 
                                 with the existing BBG Shares; 
 "New GGG Shares"               new ordinary shares of 2 pence each in the 
                                 capital of GGG to be created in accordance 
                                 with Clause 1.2 of the Scheme and having 
                                 the rights set out in the special resolution 
                                 creating such shares; 
 "Option Exchange               Shall bear the definition set out in paragraph 
  Arrangements"                  5 of Part Oneof the Scheme Circular; 
 "Order"                        the order of the Court sanctioning the Scheme 
                                 under section 899 of the 2006 Act and the 
                                 Capital Reduction under section 648 of the 
                                 Act; 
 "Overseas Shareholders"        Scheme Shareholders whose registered address 
                                 at the Scheme Record Time is outside the 
                                 United Kingdom, Australia or New Zealand; 
 "Proposals"                    the proposal made to GGG Shareholders relating 
                                 to the Scheme; 
 "Registrar of Companies"       the Registrar of Companies in England and 
                                 Wales; 
 "Scheme" or "Scheme            the proposed scheme of arrangement under 
  of Arrangement"                sections 895 to 901 of the 2006 Act between 
                                 GGG and the GGG Shareholders, as set out 
                                 in Part Three of the Scheme Circular, with 
                                 or subject to any modification, addition 
                                 or condition approved or imposed by the 
                                 Court and agreed to by GGG; 
 "Scheme Record Time"           6.00 p.m. on the Dealing Day immediately 
                                 preceding the Hearing Date; 
 "Scheme Shareholders"          the holders of Scheme Shares in the register 
                                 of members of GGG at the Scheme Record Time; 
 "Scheme Shares"                the GGG Shares: 
                                 (i) in issue at the date of the Scheme Circular; 
                                 (ii) (if any) issued after that date and 
                                 before the 
                                 Voting Record Time; and 
                                 (iii) (if any) issued at or after the Voting 
                                 Record Time but on or before the Scheme 
                                 Record Time either on terms that the original 
                                 or any subsequent holder thereof shall be 
                                 bound by the Scheme or in respect of which 
                                 the holder thereof shall have agreed in 
                                 writing by such time to be bound by the 
                                 Scheme; 
                                 In each case excluding the A Ordinary Share; 
 "Spin Out"                     shall have the meaning ascribed to it in 
                                 paragraph 1 of Part Oneof the Scheme Circular; 
 "Statement of Capital          the statement of capital (approved by the 
  "                              Court) in connection with the Capital Reduction 
                                 in accordance with section 649 of the Act; 
 "subsidiary"                   has the meaning given in section 1159 of 
                                 the Act; 
 "subsidiary undertaking"       has the meaning given in section 1162 of 
                                 the Act; 
 "Sunset Date"                  1 March 2012 or such other date as agreed 
                                 by GGG and Auzex; 
 "third party"                  includes person, thing, company or body; 
 "UK" or "United Kingdom"       the United Kingdom of Great Britain and 
                                 Northern Ireland; 
 "uncertificated"               a share or other security title to which 
  or "in uncertificated          is recorded on the relevant register as 
  form"                          being held in uncertificated form in CREST 
                                 and title to which may, by virtue of the 
                                 CREST Regulations, be transferred by means 
                                 of CREST; 
 "US" or "United States"        the United States of America, its territories 
                                 and possessions, any state of the United 
                                 States of America and the District of Columbia, 
                                 and all other areas subject to its jurisdiction; 
 "US Securities Act"            the Securities Act of 1933 of the United 
                                 States, as amended, and the rules and regulations 
                                 promulgated thereunder; and 
 "Voting Record Time"           6.00 p.m. on the day which is two days before 
                                 the date of the Court Meeting or, if the 
                                 Court Meeting is adjourned, 48 hours before 
                                 the time set for any such adjourned meeting. 
 

All references to time in this announcement are to London time unless the contrary is indicated.

A reference to "GBP" is to pounds sterling, the lawful currency for the time being of the UK.

A reference to "AUS$" is to Australian dollars, the lawful currency for the time being of Australia.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

This information is provided by RNS

The company news service from the London Stock Exchange

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