TORONTO, ONTARIO--(MARKET WIRE)--Apr 23, 2008 -- Global Development Resources, Inc. (CDNX:
GDV-U.V -
News) ("GDR")
announces that it has received a new offer (the "New Offer")
from GDR NC LLC, a North Carolina Limited Liability Company
(the "Purchaser"), to purchase from GDR all of the outstanding
shares of Global Development Resources, Inc. (USA) ("GDR
USA") and all loan amounts owing by GDR USA to GDR for total
proceeds of US$9.4 million. GDR USA, GDR's wholly-owned
subsidiary, holds substantially all of the assets of GDR
and is currently indebted to GDR in the principal amount
of US$8.9 million. GDR's CEO, Kent Smith, is also the managing
partner of the Purchaser and, consequently, the transaction
contemplated by the New Offer constitutes a related party
transaction.
In November, 2007, the Purchaser made a previous offer to
purchase the assets of GDR USA for US$10.97 million. The
Purchaser did not proceed with the November offer due to
the market conditions within the U.S. real estate sector.
The consideration payable by the Purchaser to GDR pursuant
to the New Offer will be comprised of 25,000,000 common
shares of GDR tendered back to GDR by the Purchaser and,
in addition, US$200,000 cash and an 18-month promissory
note in the amount of US$1,666,235 secured by the assets
in GDR USA. Upon completion of the transaction contemplated
by the New Offer, GDR's outstanding share capital will be
reduced to 6,220,782 common shares and GDR's sole assets
will be cash and the promissory note payable by the Purchaser.
The proposed transaction is a related party transaction
under applicable securities laws. The Board of Directors
of GDR has appointed two of its directors, Hubert Marleau
and Alec Regis, to an independent committee to consider
the New Offer, obtain a valuation of GDR USA from an independent
valuator, and make a recommendation to the Board of Directors
and shareholders.
No agreement has been entered into in respect of the New
Offer at this time. Completion of the Offer remains subject
to a number of conditions, including, amongst other things,
the completion and signing of a formal share purchase agreement,
completion of an independent valuation of GDR USA, approval
of the New Offer by the disinterested shareholders of GDR
and regulatory approval. An annual and special meeting of
the shareholders of GDR has been set for June 24, 2008 to
seek approval for the New Offer.
CERTAIN STATEMENTS CONTAINED IN THIS PRESS RELEASE INCLUDING
WORDS SUCH AS "LOOKS FORWARD", "ANTICIPATE", "COULD", "SHOULD",
"EXPECT", BELIEVE", "WILL" AND SIMILAR EXPRESSIONS AND STATEMENTS
RELATING TO MATTERS THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN
AND UNKNOWN RISKS AND UNCERTAINTIES WHICH MAY CAUSE THE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.