Petaquilla Minerals Ltd. Closes US$40 Million Convertible Senior Secured Notes Financing and Reprices Warrants
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VANCOUVER, BRITISH COLUMBIA, Mar 30 (MARKET WIRE) --
Further to its news release of March 27, 2009, Petaquilla Minerals Ltd.
(TSX: PTQ)(OTCBB: PTQMF)(FRANKFURT: P7Z) (the "Company") announces that
it has closed its Convertible Senior Secured Notes financing (the
"Financing"), issuing a total of 40,000 Notes and raising gross proceeds
of $40,000,000 USD.
Each Note in the principal amount of US$1,000 is convertible into common
shares at CAD $2.25 per share. The Notes mature two years from date of
issuance at 110% of the principal amount of such Notes; provided however
that in the event of a change of control of the Company, the Notes shall
be immediately due and payable. The Notes bear interest at an annual rate
of fifteen percent (15%), of which the first 12 months' interest shall be
prepaid in full at the time of issuance of the Notes. All interest
payments will be grossed up for Canadian withholding tax, if any.
The Company has the right to prepay the Notes at any time for an amount
equal to 110% of the principal amount of such Notes and accrued and
unpaid interest on the principal amount of the Notes (it being understood
that any and all prepaid interest shall be forfeited as a penalty).
The indebtedness represented by the Notes will be senior to all other
indebtedness of the Company and will rank pari passu with the previously
issued senior secured notes.
Holders of the previously issued Series 1, Series B and Series C notes
were offered the opportunity to exchange amounts due upon maturity of
their existing notes and participated pro rata in the Financing up to a
maximum of US$24,187,083. Notes representing US 21,000,000 in redemption
value participated in exchange for Convertible Senior Notes. The
remaining proceeds of the Financing will be used for the continued
commissioning of the Molejon Gold Plant located in Panama and for working
capital.
In connection with the Financing, the Company has reduced the exercise
price of 23,836,800 warrants from CAD $2.30 per share to CAD $0.65 per
share provided that if the common shares of the Company trade at a
weighted average trading price of CAD $1.00 or more per share for 30
consecutive trading days, the holders of the warrants must exercise the
warrants within 30 days.
The Company will pay the agent a 5% cash commission on the gross proceeds
raised by the agent.
The offered securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or applicable state securities laws, and may not be offered or
sold within the United States, absent registration thereunder or in
transactions exempt from such registration requirements.
About Petaquilla Minerals Ltd. - Petaquilla Minerals Ltd. is an emerging
gold producer scheduled to bring its 100%-owned Molejon Gold Project into
production in 2009. The plant will utilize three ball mills and a
carbon-in-pulp processing facility.
On behalf of the Board of Directors of PETAQUILLA MINERALS LTD.
Richard Fifer, President and Chief Executive Officer
No stock
exchange has approved or disapproved the information contained herein.
Contacts:
Petaquilla Minerals Ltd.
Richard Fifer
(604) 694-0021
Copyright 2009, Market Wire, All rights reserved.
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