Petaquilla Minerals Ltd PTQMF

Petaquilla to spin out Petaquilla Infraestructura

[Mine_Professor]

Petaquilla to spin out Petaquilla Infraestructura

2009-05-21 05:24 ET - News Release

Mr. Richard Fifer reports

PTQ BOARD OF DIRECTORS APPROVES SPIN-OUT OF PETAQUILLA INFRAESTRUCTURA LTD.

Petaquilla Minerals Ltd. intends to distribute one share of Petaquilla Infraestructura Ltd. (PQI) for each four shares of PTQ held on the record date for the distribution. It is contemplated that the distribution of the PQI shares will be effective by way of a plan of arrangement or some other tax-efficient mechanism. The transaction is subject to all requisite shareholder and regulatory approvals, and is expected to complete in the third quarter of 2009.

PQI is a British Virgin Islands corporation that was incorporated for the purpose of overseeing the construction, operation and management of infrastructure facilities required for the development of the Petaquilla mining district in Panama. Its activities are organized around three development axes, corresponding to a portfolio of projects currently in progress:

1. Construction:
   • Roads and infrastructure;
   • Housing products;
   • Water treatment facilities;
2. Power:
   • Generation (thermal and hydro);
   • Transmission;
3. Mining services:
   • Heavy equipment fleet management;
   • Mining and blasting;
   • Mine and civil construction;
   • Laboratory services;
   • Environmental controls;
   • Security.

PQI is pleased to announce a private placement subscription of two million shares at $1.00 per share arranged through its agent in New York. After the closing of the private placement, PQI will have 52 million shares issued and outstanding and $2-million in the treasury, less commission and fees associated with the private placement. After the closing of the private placement and the completion of the arrangement, PTQ will retain between 12 per cent and 23 per cent of the issued shares of PQI and the shareholders of PTQ will hold between 47 per cent and 58 per cent of the issued shares of PQI depending on the number of warrants and options that get exercised prior to the record date.

PTQ also announces the sale of 28 per cent of its wholly owned subsidiary PQI.