Goldnev Resources Inc. announces amended private placement and convertible debenture financings



    CALGARY, Aug. 31 /CNW/ - Goldnev Resources Inc. ("Goldnev" or the
"Corporation") (TSX Venture Exchange - "GNZ"), announces that it has amended
the terms of its proposed private placement announced August 17, 2009 and is
now proposing to complete a non-brokered private placement of up to 12,500,000
Units at $0.08 per Unit for gross proceeds of up to $1,000,000 (the
"Offering"). Each Unit will consist of one common share and one common share
purchase warrant. Each warrant will entitle the holder to purchase one common
share of the Corporation at a purchase price of $0.12 for twelve months from
relevant closing of the sale of the Units.
    The Corporation also announces that it is proposing a non-brokered
private placement of secured convertible debentures to raise gross proceeds of
up to $400,000. The debentures mature 12 months from the date of issue and are
convertible, at the option of the holder, into Units of the Corporation at a
price of $0.10 per Unit. Each Unit will consist of one common share and one
common share purchase warrant. Each warrant will entitle the holder to
purchase one common share of the Corporation at a purchase price of $0.15 for
twelve months from the relevant closing of the sale of the debentures. The
debenture will bear interest at a rate of 12 percent per year, payable in
quarterly installments.
    Pursuant to the policies of the TSX Venture Exchange and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the private placement of debentures is classified
as a "related party" transaction as Marc Dame, Charlie Chapman, officers and
directors of the Corporation (the "Related Parties") are participating in the
private placement directly or indirectly. Marc Dame is an officer, director
and 25% shareholder of a company purchasing a $60,000 principal amount
debenture. Marc Dame is an officer, director and 100% shareholder of a company
purchasing a $52,500 principal amount debenture. Charlie Chapman is an
officer, director and 100% shareholder of a company purchasing a $52,500
principal amount debenture.
    The private placement has been approved by two of the four directors of
the Corporation, the Related Parties having abstained from the vote. The
directors who voted determined that the exemptions from formal valuation and
minority shareholder approval requirements under MI 61-101, are available
since the aggregate consideration to be paid by the Related Parties is
reasonable and does not exceed 25% of the market capitalization of the
Corporation as at August 31, 2009. Furthermore, the fair market value of the
consideration paid by the Related Parties in connection with the private
placement of debentures is for an amount less than $2,500,000.
    The proposed private placement transactions are subject to the approval
of the TSX Venture Exchange and all securities issued will be subject to a
standard four-month hold period.
    The proceeds from the private placements will be used to pay a portion of
the Corporation's 2009 farm-in commitments for its Pasquia Hills oil shale
project, including the preparation of a pre-feasibility study and the oil
shale bulk sampling and processing program. The proceeds will also be used for
oil and gas acquisitions and well re-completion costs and for general
corporate purposes. For further information on the private placement, please
contact the offices of Goldnev.

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


    About Goldnev
    -------------
    

    Goldnev Resources Inc. is a public energy company focused on conventional
and unconventional oil and gas production with assets in northeastern British
Columbia, southwestern Alberta and an oil shale development project in east
central Saskatchewan. Goldnev shares trade on the TSX Venture Exchange under
the symbol "GNZ."
    Anyone wishing to be added to the Corporation's news release recipients
list may forward an e-mail request to info@goldnevresources.com.





For further information:

For further information: on Goldnev, please visit our website at
www.goldnevresources.com, or email at info@goldnevresources.com or contact:
Mr. Marc Dame, President and Chief Executive Officer, Goldnev Resources Inc.,
Telephone: (403) 237-5711, Facsimile: (403) 718-0163, E-mail:
marcdame@shaw.ca; Suite 485, 708 - 11th Avenue S.W., Calgary, Alberta, T2R
0E4

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GOLDNEV RESOURCES INC.

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