CALGARY, Feb. 16 /PRNewswire-FirstCall/ - Goldnev
Resources Inc. ("Goldnev" or the "Corporation") (TSX Venture
Exchange - "GNZ"), announced today that it has entered into a
private placement financing agreement for a secured convertible
debenture with Qi Asset Management Inc. ("QAM") for gross proceeds
of $750,000. The convertible
debenture matures 24 months from the date of issue and is
convertible, at the option of the holder, into Common Shares of the
Corporation at a price of $0.075 per
Common Share. The debentures will bear interest at a rate of 12
percent per year, payable in yearly 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 Convertible Debentures is classified as a "related
party" transaction as QAM is an insider that owns or controls over
10% of the outstanding shares of the Corporation, participated in
the private placement directly or indirectly. Following completion
of the private placement, QAM will own 18,250,000 Common Shares of
the Corporation (12.35% of the outstanding shares), convertible
debentures convertible into 10,000,000 Common Shares of the
Corporation and warrants exercisable for 2,000,000 Common Shares of
the Corporation.
The private placement financing has been approved by the
directors of the Corporation. The directors 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 Party is reasonable and
does not exceed 25% of the market capitalization of the Corporation
as at February 16, 2011.
Qi Asset Management Ltd. is a financial investment subsidiary
company of the Qi Group of Companies, a Hong Kong, China, Singapore and Kuala
Lampur, Malaysia based multinational conglomerate with
several subsidiaries operating in almost 30 countries and a global
customer base of over 5 million customers spanning 160 countries
that is engaged primarily in the financial services and banking,
hotel/resort and commercial property development,
telecommunications and media and global retail &direct sales
businesses.
The proceeds from the private placement financing will be used
to fund the completion of a pre-feasibility study which is being
conducted by Hatch Ltd. for the development of a Shale to Liquids
Plant at the Corporation's Pasquia Hills, Saskatchewan, oil shale property.
Goldnev's oil shale properties comprise of two contiguous oil
shale permits totaling 155,443 acres of oil shale rights divided
into the northern permit and the southern permit and located in the
Pasquia Hills oil shale region in east central Saskatchewan. Goldnev owns a 100% working
interest in the northern permit which requires further exploration
and had originally earned a non-dilutive 33.33% working interest in
the southern permit by investing $1,500,000 on a core hole drilling exploration
and development program that focused on the southern oil shale
permit which resulted in its previously announced contingent
resources report of gross estimates of 1.878 billion barrels of oil
distillate.
Upon the conclusion of the terms of three recently announced
acquisition of working interest agreements, Goldnev will own a
total of an 85% working interest in the southern oil shale permit.
The Corporation is in the process of preparing a pre-feasibility
study to confirm the commerciality and/or the conditions required
for commerciality of these identified oil shale resources located
on its southern permit.
The private placement financing requires the final acceptance by
the TSX Venture Exchange and all securities issued will be subject
to a standard four-month hold period.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the Policies of the TSX
Venture Exchange) accepts responsibility for the adequacy and
accuracy of this release.
About Goldnev
-------------
Goldnev Resources Inc. is a public energy company focused on the
exploration and development of unconventional and conventional
hydrocarbons in east central Saskatchewan, northeastern British Columbia and southwestern Alberta. 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.
SOURCE Goldnev Resources Inc.
Copyright . 16 PR Newswire