Trading Symbols: TSX: PTQ OTCBB: PTQMF FWB: P7Z
VANCOUVER, May 22 /PRNewswire-FirstCall/ - Further to its news release
dated April 28, 2008, Petaquilla Minerals Ltd. (the "Company") announces that
it has closed the first tranche of its Senior Secured Notes financing (the
"Financing), issuing a total of 32,250 Units and raising gross proceeds of
$32,250,000 USD.
Each Unit consists of one Senior Secured Note in the principal amount of
$1,000 USD (each a "Note") of the Company and warrants (each a "Warrant") to
purchase 382 common shares in the capital of the Company (each such share a
"Warrant Share"). Each Warrant entitles the holder to purchase one common
share at an initial exercise price of $2.30 CAD per Warrant Share for a period
of five years from closing. The Warrants shall contain weighted average
anti-dilution price protection with a floor equivalent to $2.15 CAD. If the
volume weighted average trading price of the common shares of the Company, as
traded on the Toronto Stock Exchange (the "Exchange") or other recognized
stock exchange, exceeds $6.00 CAD per share for at least 20 consecutive
trading days and the average daily trading volume exceeds 50,000 shares for 20
consecutive trading days, the Company shall have the right to give notice to
each Warrant holder requiring the exercise of the Warrants within a thirty
(30) day period.
The Notes will mature five years from date of issuance at 120% 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. After 24 months from the date of issuance of a Note, a holder of a
Note shall have the right to cause the Company to purchase all of its Notes
then outstanding at a price equal to the sum of (a) 120% of the principal
amount of such Notes to be purchased and (b) accrued and unpaid interest on
the principal amount of the Notes. The Company shall have the right to prepay
the Notes at any time for an amount equal to 120% 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 Notes will bear interest at an annual rate of fifteen percent (15%),
in which the first twelve months shall be prepaid in full at the time of
issuance of the Note. All interest payments will be grossed up for Canadian
withholding tax, if any.
The Notes will be guaranteed, on a joint and several basis, by all the
assets of the Company and of the Company's five wholly-owned subsidiaries:
Adrian Resources (BVI) Ltd., Petaquilla Minerals, S.A, Petaquilla Gold, S.A.
Compania Minera Belencillo, S.A., Petaquilla Infraestructura, S.A. and Aqua
Azure, S.A. (collectively, the "Guarantors") and the indebtedness represented
by the Notes will be senior to all other indebtedness of the Company and the
Guarantors.
The Notes and the Warrants will be transferable, subject to compliance
with United States and Canadian applicable securities laws. The offered
securities have not been and will not be registered under the US 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 or
to, or for the account or benefit of, "U.S. persons", as such term is defined
in Regulation S under the U.S. Securities Act, absent registration thereunder
or in transactions exempt from such registration requirements.
All securities distributed under the Financing (the Notes, the
certificates for the Warrants and the certificates for the Warrant Shares) are
subject to a four-month plus one day hold period expiring on September 22,
2008.
In connection with the closing of each tranche of the Financing, the
Company will pay the agent a 5% cash commission on the gross proceeds raised
by the agent per tranche of the Financing and issue to the agent 4% of the
number of Warrants issued per tranche of the Financing. The warrants issued to
the agent shall bear the same terms and conditions as the Warrants issued to
the purchasers of the Notes. Also, the Company will pay the lead investor upon
closing of each tranche of the Financing a 5% due diligence fee on the gross
proceeds raised per tranche of the Financing.
The proceeds from the Financing will be used for the completion of the
Molejon Gold Plant in Panama and for working capital purposes.
Forward looking information - This news release may contain
forward-looking statements. These statements relate to future events, such as
the usage of Financing proceeds, or future performance and reflect
management's expectations or beliefs regarding future events including
business and economic conditions and the Company's growth, results of
operations, performance and business prospects and opportunities. Such
forward-looking statements reflect management's current beliefs and are based
on information currently available to management. In some cases,
forward-looking statements can be identified by terminology such as "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential", "continue", "target", "intend" or the negative of
these terms or other comparable terminology. By their very nature,
forward-looking statements involve inherent risks and uncertainties, both
general and specific, and a number of factors could cause actual events or
results to differ materially from the results discussed in the forward-looking
statements. In evaluating these statements, readers should specifically
consider various factors that may cause actual results to differ materially
from any forward-looking statement. These factors include, but are not limited
to, market and general economic conditions, the nature of the mining industry
and the risks and uncertainties detailed from time to time in the Company's
filings on EDGAR. These forward-looking statements are made as of the date of
this document, and the Company assumes no obligation to update or revise them
to reflect new events or circumstances.
About Petaquilla Minerals Ltd. - Petaquilla Minerals Ltd. is an emerging
gold producer scheduled to bring its 100%-owned Molejon Gold Project into
production in 2008. Anticipated throughput for the project during the first
year of production will be 2200 tonnes per day. 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.
Please visit our website at www.petaquilla.com
SOURCE Petaquilla Minerals Ltd.
Renmark Financial Communications: Jason Roy: jroy@renmarkfinancial.com; Julien
Ouimet: jouimet@renmarkfinancial.com, (514) 939-3989,
www.renmarkfinancial.com
