Press Release and Early Warning Report pursuant to National Instrument 62-103 Section 111 of the Securities Act (British Columbia) Section 176 of the24 March 2006
1. Name and address of the offeror:
ABDULAZIZ ALI ALTURKI
P.O. BOX 1498, AL KHOBAR 31952
SAUDI ARABIA
2. Designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in the
those circumstances:
On March 3, 2006, Sheikh Abdulaziz Ali Alturki ("Sheikh Abdulaziz")
acquired control over 125,000 common shares (the "Pledged Shares") of
GGL Diamond Corp. ("GGL"), which were pledged to Sheikh Abdulaziz by
a third party (the "Pledgor") along with the Pledged Options (defined
below) as security for a loan of USD80,000 (repayable with interest
at prevailing term deposit rates paid by major chartered Canadian
banks) provided by Sheikh Abdulaziz to the Pledgor. Sheikh Abdulaziz
also acquired control over the following options to acquire common
shares of GGL (the "Pledged Options"): (i) options to acquire 312,000
common shares for an exercise price of CAD0.20; and (ii) options to
acquire 200,000 common shares for an exercise price of CAD0.30. The
Pledged Options expire on March 30, 2006.
The Pledged Shares 0.13% of the 95,760,445 issued and outstanding
common shares of GGL. On a fully diluted basis, assuming the exercise
of all of the Pledged Options, the Pledged Shares and the Pledged
Options (collectively, the "Pledged Securities") represent 0.67% of
the issued and outstanding common shares of GGL.
3. Designation and number or principal amount of securities and the
offerors's securityholding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file the news release:
Upon the acquisition of the Pledged Securities, Sheikh Abdulaziz now
owns or controls, together with his holding company Rawabi Holding
Company, 7,277,421 common shares of GGL (or approximately 7.60% of
the issued and outstanding common shares of GGL), 5,977,854 non-
transferable common share purchase warrants, each exercisable for one
common share of GGL (collectively, the "Warrants") and the Pledged
Options to acquire 512,000 common shares of GGL. On a fully-diluted
basis (assuming the exercise of all outstanding Warrants and Pledged
Options) Sheikh Abdulaziz owns or controls approximately 14.38% of
the common shares of GGL.
4. Designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph No. 3 over which
(a) the offeror, either alone or together with any joint actors,
has ownership and control:
Sheikh Abdulaziz now owns or controls, together with his holding
company Rawabi Holding Company, 7,277,421 common shares of GGL (or
approximately 7.60% of the issued and outstanding common shares of
GGL), 5,977,854 Warrants and Pledged Options to acquire 512,000
common shares of GGL. On a fully-diluted basis (assuming the exercise
of all outstanding Warrants and Pledged Options) Sheikh Abdulaziz
owns or controls approximately 14.38% of the common shares of GGL.
(b) the offeror, either alone or together with any joint actors,
has ownership but control is held by other persons or companies
other than the offeror or any joint actor:
Not applicable.
(c) the offeror, either alone or together with any joint actors,
has exclusive or shared control but does not have ownership:
Not applicable. The Pledgor has not acted, and does not intend to
act, jointly and in concert with Sheikh Abdulaziz in connection with
the acquisition or voting of the Pledged Shares or the common shares
of GGL to be issued upon the exercise of the Pledged Options. Under
the terms of their loan arrangements, the Pledgor retains voting
control over the Pledged Shares (and the common shares of GGL issued
upon the exercise of the Pledged Options) and the right to receive
any distributions payable on the Pledged Shares (and the common
shares of GGL issued upon the exercise of the Pledged Options)
provided, however, that the Pledgor has agreed to use any such
distributions for the purpose of repaying his outstanding loan
obligations to Sheikh Abdulaziz.
5. Name of the market where the transaction or occurrence that gave rise
to the news release took place:
Sheikh Abdulaziz acquired control over the Pledged Securities
pursuant to a private loan transaction with the Pledgor.
6. Purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
Sheikh Abdulaziz acquired control over the Pledged Securities for the
purpose of securing his loan of USD80,000 to the Pledgor. Sheikh
Abdulaziz intends to lend the Pledgor CAD122,500, representing the
aggregate exercise price of the Pledged Options, to enable the
Pledgor to exercise the Pledged Options prior to their expiration on
March 31, 2006. The common shares of GGL to be issued upon the
exercise of the Pledged Options will be pledged to Sheikh Abdulaziz
as security for this additional loan. As a result, Sheikh Abdulaziz
will acquire control over an additional 512,000 common shares of GGL.
The Pledgor has acquired the Pledged Securities for investment
purposes only. Likewise, Sheikh Abdulaziz' holdings of GGL common
shares and Warrants are for investment purposes only and his control
over the Pledged Securities (and the GGL common shares to be issued
on the exercise of the Pledged Options) are for the purposes of
securing his loan to the Pledgor only.
7. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer entered into by the offeror, or any joint actor, and
the issuer of the securities or any other entity in connection with
the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
Sheikh Abdulaziz acquired control over the Pledged Securities as
security for the loan of USD80,000 that he provided to the Pledgor
pursuant to the terms of a promissory note executed by the Pledgor as
of January 3, 2006. Under the terms of their loan arrangements, the
Pledgor retains voting control over the Pledged Shares (and the
common shares of GGL issued upon the exercise of the Pledged Options)
and the right to receive any distributions payable on the Pledged
Shares (and the common shares of GGL issued upon the exercise of the
Pledged Options) provided, however, that the Pledgor has agreed to
use any such distributions for the purpose of repaying his
outstanding loan obligations to Sheikh Abdulaziz.
8. Names of any joint actors in connection with the disclosure in this
news release and report of acquisition:
Not applicable. See Paragraph 4(c) above.
9. The nature and value of the consideration paid by the offeror:
Sheikh Abdulaziz acquired control over the Pledged Securities as
security for a loan of USD80,000 provided by Sheikh Abdulaziz to the
Pledgor, as described in Paragraph 2 above.
10. Description of any change in any material fact set out in a previous
report filed in connection with the subject securities:
Not applicable.
For further information:
Source: newswire
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