/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES/
TORONTO, March 26 /CNW/ - Silk Road Resources Ltd. (TSXV - SIL) (the "Company" or "Silk Road") is pleased to announce that Patriarco Holdings Ltd. ("Patriarco") has exercised its right to convert (the "Conversion") all of the principal amount owing under the terms of a 7% unsecured convertible debenture (the "Debenture") issued to Patriarco on July 18, 2008, being $500,000, into common shares of the Company ("Common Shares") at the conversion price of $1.00 per Common Share. In satisfaction of the principal amount owing under the Debenture, the Company issued a total of 500,000 Common Shares to Patriarco.
As a result of the issuance of the Common Shares upon the Conversion, Patriarco holds, directly or indirectly, 4,702,500 Common Shares representing approximately 18.02% of the issued and outstanding shares of the Company.
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the issuance of the Common Shares in connection with the Conversion is a "related party transaction" as Patriarco currently holds, directly or indirectly, in excess of 10% of the issued and outstanding shares of the Company. The Company is exempt from the formal valuation requirement of MI 61-101 in connection with issuing the Common Shares in reliance on section 5.5(c) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock market or a stock exchange outside of Canada and the United States. Additionally the Company is exempt from obtaining minority shareholder approval in connection with the issuance of the Common Shares in connection with the Conversion in reliance on section 5.7(1)(a) as the fair market value of the Common Shares does not exceed 25% of the market capitalization of the Company.
Forward Looking Statements
Certain information regarding the Company set forth in this press release, including management's assessment of the Company's future plans and operations contains forward looking statements that involve substantial known and unknown risks and uncertainties. These forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's and management's control, including but not limited to, the impact of general economic conditions, industry conditions, fluctuation of commodity prices, fluctuation of foreign exchange rates, imperfection of reserve estimates, environmental risks, industry competition, availability of qualified personnel and management, stock market volatility, timely and cost effective access to sufficient capital from internal and external sources. The Company's actual results, performance or achievement could differ materially from those expressed in or implied by, these forward looking statements and accordingly, no assurance can be given that any of the events anticipated to occur or transpire from the forward looking statements will provide any benefits to the Company.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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