Donner Minerals Ltd.

Donner Minerals Ltd.
Donner Metals Ltd.

Donner Metals Ltd.
Donner Petroleum Ltd.

August 16, 2005 19:49 ET

Donner Minerals Ltd. and Donner Metals Ltd. and Donner Petroleum Ltd.: Completion of Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 16, 2005) - Donner Metals Ltd. ("MetalsCo") (TSX VENTURE:DON) and Donner Petroleum Ltd. (the successor to Donner Minerals Ltd. (TSX VENTURE:DML)(FWB:DNL)) ("PetroleumCo" or the "Company"), jointly announce that the Plan of Arrangement (the "Arrangement") involving Donner Minerals Ltd., Donner Metals Ltd. and Nova Bancorp Investments Ltd. ("Nova") has been successfully completed.

The transaction, which was originally announced on May 9, 2005, was approved by the shareholders of the Company (the "Shareholders") at an annual and special meeting held on August 11, 2005 (the "Meeting"). The final order of the Supreme Court of British Columbia was granted on August 15, 2005 and the Arrangement became effective August 16, 2005.

Pursuant to the Arrangement, and a private placement conducted immediately thereafter, the Company has been renamed Donner Petroleum Ltd. and will focus on the development of an oil and gas exploration, development and marketing company. As a result of the Arrangement the following events, among other things, have occurred:

- the transfer of the Company's properties and assets, together with all associated contractual obligations and liabilities, to MetalsCo;

- the Company subscribed for 9,641,278 MetalsCo common shares, all of which are to be distributed to the Company's shareholders who have not dissented from the Arrangement;

- the Company's outstanding stock options and warrants were cancelled and terminated and cease to represent any right or claim whatsoever, and new PetroleumCo and MetalsCo warrants were issued in their place on identical terms, subject to the consolidation under the Arrangement; and

- PetroleumCo and MetalsCo adopted new stock option plans to govern options granted after August 16, 2005.

In addition, at the Meeting, the Shareholders approved the continuation of PetroleumCo into Alberta. It is expected that the continuation will be completed on or about August 19, 2005.

Pursuant to the Arrangement, and excepting those shares held by Shareholders who have dissented from the Arrangement, each 40 common shares of the Company outstanding at the close of business on August 16, 2005 are deemed to be exchanged for one "new" voting common share of PetroleumCo and four voting common shares of MetalsCo.

Immediately following the completion of the Arrangement, a private placement (the "Private Placement") by an investor group led by Nova subscribed for 1,972,080 Common Shares of PetroleumCo and $655,410 aggregate principal amount of convertible secured subordinated debentures of PetroleumCo, convertible into non-voting shares of PetroleumCo on the basis of $0.124 principal amount for each non-voting share and bearing interest at a rate of 5% for the first two years and at the prime rate of interest charged by the Canadian Imperial Bank of Commerce for unsecured commercial lines of credit plus 3% thereafter, representing approximately 45% of the voting shares of PetroleumCo. As a result of the Private Placement, Nova has acquired 657,360, and NBC Canada West Capital Inc. (a corporation principally controlled by Mr. Harry Knutson) has acquired 438,240 common shares of PetroleumCo, respectively, representing 15% and 10%, respectively, of the outstanding common shares of PetroleumCo following the Private Placement.

The common shares of MetalsCo have been approved for listing on the TSX Venture Exchange ("TSXV") under the symbol "DON" and will begin trading on August 17, 2005.

MetalsCo will carry on substantially the same business that the Company did before the Arrangement. MetalsCo owns all of the Company's existing assets relating to the mineral exploration business and will be executing the same business plan going forward as the Company prior to the Arrangement, with the board of directors and management of MetalsCo being comprised of exactly the same individuals who were the directors and management team of the Company.

The shares of Donner Minerals Ltd. have been de-listed from the TSXV. The board of directors of PetroleumCo consists of David Patterson, Laurie Sadler, Ken Thorsen, Harry Knutson and Richard Wlodarczak. Mr. Harry Knutson has also been appointed as Chairman, President and Chief Executive Officer, Mr. Bezul Karim Abuani has been appointed as Chief Operating Officer and Chief Financial Officer and Mr. David Merrick has been appointed as Corporate Secretary. PetroleumCo will actively recruit a new management team with appropriate experience in the oil and gas industry. PetroleumCo will make application to the TSXV or other exchange to list its common shares once it meets the applicable minimum listing standards of that exchange.

Registered shareholders must submit the Letter of Transmittal that accompanied the Company's Management Information Circular to Pacific Corporate Trust Company together with their share certificates in order to receive their MetalsCo and PetroleumCo share certificates. Non-registered shareholders, being those whose shares are held on their behalf by a nominee (i.e. broker, trust company, bank or other registered holder) are advised to contact their nominee to arrange for their exchange. A copy of the Letter of Transmittal can be downloaded from the Company's website (

The new business office of Donner Petroleum Ltd. is Suite 1050, 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9.


David Patterson, Chairman


Harry Knutson, Chairman

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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