Petaquilla Minerals Ltd.
TSX : PTQ
OTC Bulletin Board : PTQMF
FRANKFURT : P7Z

Petaquilla Minerals Ltd.

March 30, 2009 15:00 ET

Petaquilla Minerals Ltd. Closes US$40 Million Convertible Senior Secured Notes Financing and Reprices Warrants

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 30, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO OR THROUGH U.S. NEWSWIRE SERVICES

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, Casimir Capital LP, 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.

Contact Information

  • Petaquilla Minerals Ltd.
    Richard Fifer
    (604) 694-0021