March 22, 2006 17:34 ET

Profile Signs Letter of Intent to Convert Debt

CALGARY, ALBERTA--(CCNMatthews - March 22, 2006) - Thomas Bender, President and director of Profile Resources Inc. ("Profile") (TSX Venture:PFL), announces that it has signed a letter of intent dated March 15, 2006 with Sellars Financial Inc. ("Sellars") pursuant to which Sellars has agreed to convert $1,524,827 of outstanding Profile debentures and debt into common shares of Profile (the "Debenture Conversion"). The Debenture Conversion will be at $0.15 per share and will be subject to a number of conditions, including shareholder and TSX Venture approval for the completion of a proposed 5 for 1 share consolidation of Profile (the "Consolidation"). The Debenture Conversion and Consolidation will be two items to be considered by shareholders at an upcoming meeting to be held on May 5, 2006 both of which will only occur if shareholder and TSX Venture approval are obtained.

Profile currently has 20,701,549 common shares outstanding, and after the Consolidation, Profile would have approximately 4,140,310 common shares outstanding. As a result of the Debenture Conversion, Sellars would receive approximately 10,165,518 post consolidation common shares and would become a control person and the largest shareholder of Profile.

Profile has negotiated with other debt holders to convert approximately $488,350 of debt into common shares at a price of $0.15 per common share on a post consolidation basis (the "Debt Conversion"). Up to approximately 3,255,466 common shares would be issued on the Debt Conversion. The Debt Conversion is subject to TSX Venture approval. If the Consolidation, Debenture Conversion and Debt Conversion are approved and occur, up to approximately 13,420,984 common shares will be issued pursuant to the conversions and approximately 17,561,294 common shares will be issued and outstanding.

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

Contact Information

  • Profile Resources Inc.
    Thomas Bender
    (403) 262-8411