GOLDNEV RESOURCES INC. ANNOUNCES FINANCING AGREEMENT
February 16 2011 - 7:30AM
PR Newswire (Canada)
CALGARY, Feb. 16 /CNW/ -- CALGARY, Feb. 16 /CNW/ - 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. on Goldnev, please
visit our website at www.goldnevresources.com, or email at
info@goldnevresources.com or contact: Mr. Marc Dame, President
& Chief Executive Officer, Goldnev Resources Inc., Suite 485,
708 - 11th Avenue S.W., Calgary, Alberta, T2R 0E4, Telephone: (403)
237-5711, Facsimile: (403) 718-0163, Email:
marcdame@goldnevresources.com
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