NOT FOR DISSEMINATION IN THE UNITED STATES
GGL ANNOUNCES PRIVATE PLACEMENTS TO RAISE UP TO $4,000,000
Vancouver, British Columbia, November 30, 2006 - Raymond A. Hrkac, President and CEO of GGL Diamond Corp.(TSXV: GGL) (“GGL”) is pleased to announce that GGL intends to raise gross proceeds of up to $4,000,000 by way of the private placement of a combination of units, subscription receipts and flow-through units (the “Offering”). $1,000,000 of this amount has been committed by Sheikh Abdulaziz Ali Alturki, one of GGL’s largest shareholders presently holding approximately 7.75% of GGL’s issued capital.
“We are delighted that one of our largest shareholders remains confident in GGL’s ability to successfully explore and develop its diamond properties in the Northwest Territories” said Mr. Hrkac in announcing the private placements.
Up to 9,066,667 units (“Units”) at $0.15 per Unit to raise gross proceeds of up to $1,360,000 with each Unit consisting of one common share and one warrant of GGL. Each warrant entitles the holder to purchase one common share for 24 months from the closing date at $0.15 per share in the first 12 months and $0.175 per share thereafter.
4,266,667 subscription receipts at $0.15 per subscription receipt to raise gross subscription proceeds of $640,000. Each subscription receipt will entitle the holder to receive one Unit. The gross proceeds from the subscription receipts private placement will be placed into escrow and released to GGL upon satisfaction of certain prescribed conditions of the TSX Venture Exchange (“TSXV”) concerning investors whose shareholdings reach or exceed 10% of the issued capital of listed issuers. The subscription receipts will then be deemed exercised and the Units issued.
Up to 11,111,112 flow-through units (“Flow-Through Units”) at $0.18 per Flow-Through Unit to raise gross proceeds of up to $2,000,000 with each Flow-Through Unit consisting of one flow-through common share and one-half of one non flow-through warrant. Each whole warrant entitles the holder to purchase one non flow-through common share for 24 months from the closing date at $0.20 per share in the first 12 months and $0.25 per share thereafter. The Company will incur the subscription proceeds allocated to the flow-through shares as Canadian exploration expense, as defined in the Income Tax Act of Canada, and renounce such proceeds to the subscribers for the 2006 tax year.
Sheikh Abdulaziz’s Holdings
Sheikh Abdulaziz is subscribing for 2,400,000 Units and 4,266,667 subscription receipts, for gross subscription proceeds of $1,000,000. Assuming GGL issues the maximum number of 9,066,667 Units and 11,111,112 Flow-Through Units, and no additional shares, then following closing of the Offering, Sheikh Abdulaziz will hold 8.44% of GGL’s issued capital (11.56% following conversion of the subscription receipts) and up to a maximum of 19.68% if all of the convertible securities owned by him were exercised.
An 8% finder’s fee is payable with respect to certain subscribers in the Offering in cash, units or a combination thereof.
Use of Proceeds/ Regulatory Approval/Closing
The Offering will close in tranches. It is expected that the $1 million investment by Sheikh Abdulaziz will close shortly, the remainder of the Units private placement on or about December 18, 2006 and the Flow-Through Units private placement by December 21, 2006. The net proceeds from the Offering will be used for general and administrative purposes, working capital and for continuing exploration on GGL’s most promising diamond exploration properties. The private placements and finder’s fee are subject to acceptance for filing by the TSX Venture Exchange.
GGL is a junior diamond exploration company. Its primary focus has been on exploring for diamonds on the Slave Craton in the Northwest Territories, Canada, since 1992. At present GGL has a 100% interest in approximately 400,000 acres of mineral claims and leases and a 40% carried interest (De Beers Canada Inc. 60%) in leases containing 12,757 acres.
GGL DIAMOND CORP.
“Raymond A. Hrkac”
Raymond A. Hrkac
President & CEO
For more information, please check our web site atwww.ggldiamond.com or contact: Jim Glass, Ascenta Capital Partners Inc., Phone: (604) 628-5800 Toll Free: 1-866-684-4209 Email: email@example.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered in the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable securities laws or an exemption from such registration is available.
This news release contains certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or are “subject to” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.