HOUSTON, TEXAS–(Marketwire – Feb. 23, 2009) –

Probe Resources Ltd. (the “Company” or “Probe”)(TSX VENTURE:PBR) is pleased to announce the completion of a credit facility and the entering into of a best efforts private placement.

Credit Facility

The Company is pleased to announce that it has closed a credit facility with an institutional lender in the amount of USD $8,500,000 as previously disclosed in the Company’s news release of January 23, 2009. The closing of this credit facility completes the two stage debt financing undertaken by the Company in order to finance the drilling and completion of the South Timbalier 214 gas well.

Private Placement

The Company is also pleased to announce that it has entered into a best-efforts engagement with Becher McMahon Capital Markets Inc. (the “Agent”) for the proposed issue and sale of up to USD $6 million of units (the “Units”), each Unit consisting of USD$1,000 par value amount of debentures (the “Debentures”) of the Company and 1,000 common share purchase warrants (the “Warrants”). The Debentures carry a coupon of 18% per annum, fixed and paid monthly in arrears, computed on the basis of a 365-day year for actual days elapsed, and the Company will repay their full par amount 24 months from the date of closing (the “Closing Date”) which is anticipated to occur on or about March 31, 2009. Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.25 per share for a period of 5 years following the Closing Date.

The Units will be offered to qualified investors in the provinces of British Columbia, Alberta, Ontario and Quebec. The Agent will be paid a fee equal to 7% of the cash proceeds raised from the sale of the Units and will receive options exercisable into common shares of the Company at a price of $0.25 per common share equal to 8% of the gross proceeds of the Units sold. Common shares issued upon conversion of the Units and Agent’s compensation options will be subject to a statutory hold period of 4 months from the Closing Date.

The issue and sale of the Units remain subject to due diligence by the Agent, definitive documentation and receipt of all applicable regulatory approvals, including approval of the TSX Venture Exchange.

http://www.marketwire.com/press-release/Probe-Resources-Ltd-TSX-VENTURE-PBR-953014.html

Leave a Reply

Your email address will not be published. Required fields are marked *