VANCOUVER, Aug. 11 /CNW/ - Petromin Resources Ltd. (TSX-V:PTR)
("Petromin" or the "Company") is pleased to announce that it has completed the
previously announced non-brokered private placement of convertible debentures
substantially on the same terms and conditions as contemplated in the
Company's June 29, 2009 press release.
The private placement to Dragon Bounty Company Limited ("Dragon Bounty"),
a wholly-owned subsidiary of Enviro Energy International Holdings Limited
("Enviro Energy"), involved the issue of 630 subordinated unsecured
convertible debentures (the "Debentures") in denominations of $1,000, for a
total of Cdn. $630,000. Each Debenture is convertible into 5,000 common shares
in the capital of the Company (the "Common Shares") for each $1,000 principal
amount of Debenture so converted, such that each Common Share is priced at
$0.20 (the "Conversion Price"). Dragon Bounty has the right to convert all or
one or more of the Debentures at any time prior to August 12, 2014 (the
"Maturity Date"). Interest shall be payable quarterly in arrears in Canadian
dollars, on July 15, October 15, January 15 and April 15, at 9% per annum.
To the extent that the right to convert the Debentures is not exercised
before the Maturity Date, each unconverted Debenture will automatically
convert into Common Shares at the Conversion Price on the Maturity Date,
whether or not the Debenture is surrendered for conversion, unless the Company
provides the debenture holder five days notice prior to the Maturity Date that
the Debentures shall not convert, in which case the Debentures shall not be so
The proceeds of the offering will be used for further development of the
Company's oil and gas assets and for general corporate purposes.
The investment by Dragon Bounty is considered to be a related party
transaction as defined in Multilateral Instrument 61-101 and Policy 5.9 of the
TSX Venture Exchange, as Dragon Bounty is an affiliated entity of TerraWest
Energy Corp., a Company which Petromin is deemed to be a control person of.
However, the transaction is exempt from formal valuation and minority
shareholder approval requirements as neither the fair market value of the
securities being offered nor the consideration paid exceeds 25 percent of the
Company's market capitalization. Both A. Ross Gorrell and Kenny Chan abstained
from voting on the approval of the private placement as they are also
directors and/or officers of Dragon Bounty and/or Enviro Energy.
Upon conversion of the debentures, the Common Shares will be subject to a
four-month hold period from the date of conversion under the policies of the
TSX Venture Exchange and applicable securities legislation.
Petromin Resources Ltd. is a progressive international petroleum and
natural gas exploration and production company listed Tier 1 on the TSX
On Behalf of the Board of Directors,
A. Ross Gorrell
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. This press
release contains "forward-looking information" that is based on the
Company's current expectations, estimates, forecasts and projections.
This forward-looking information includes, among other things, statements
with respect to the Company's plans, outlook, business strategy and
exploration and development of the Company's properties.
For further information:
For further information: visit www.petromin.ca, or contact Mike Suk at