Petaquilla Minerals Ltd. Closes Supplemental Senior Secured Notes Financingadmin
Petaquilla Minerals Ltd. announces that it has closed a supplemental Senior Secured Notes financing , issuing a total of 20,000 Senior Secured Notes and raising gross proceeds of $20,000,000 USD.
Each Note represents a principal amount of $1,000 USD and matures on July 9, 2013, at 120% of the principal amount of such Note; provided however that in the event of a “change of control” of the Company, the Notes shall be immediately due and payable. After 18 months from the date of issuance of a Note, a holder of a Note shall have the right to notify and cause the Company, on a date specified by the Holder of not less than six months from the delivery of such notice, to purchase all of its Notes then outstanding at a price equal to 120% of the principal amount of such Notes to be purchased. 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.
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 will be transferable, subject to compliance with United States and Canadian applicable securities laws. The Notes 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 Notes are subject to a hold period expiring on January 30, 2009.
In connection with the closing of this Financing, the Company will pay the agent a 5% cash commission on the gross proceeds raised by the agent for 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.