VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 23, 2006) - GREAT PANTHER RESOURCES LIMITED (TSX VENTURE:GPR) ("the Company") is raising $2.02 million through the private placement of a Convertible Loan Note with City Natural Resource High Yield Trust PLC of the United Kingdom. The Note will bear interest at 8% per annum, payable quarterly, and will mature in 4 years. The Note will be convertible at the option of the holder into common shares of the Company at the conversion price of $1.32 per share, which is an approximate 20% premium to the current market price of the Company's common shares. The number of common shares issuable upon conversion of the Note will be subject to proportional adjustment to reflect stock dividends, share splits, share consolidations, and other antidilutive events.
Upon a change of control involving the acquisition of voting control or direction over 50% or more of the common shares of the Company, the holder of the Note will have the right to require the Company to repurchase the Note, in whole or in part, at a price equal to 101% of the principal amount, plus accrued and unpaid interest thereon.
The proceeds from the Note will be added to the Company's working capital and used in funding the Company's operations, particularly at its Guanajuato and Topia Mines in Mexico.
The Note and common shares issued on conversion will be subject to hold periods expiring 4 months from the date of the Note.
No commissions or finder's fees are payable. This transaction is subject to acceptance for filing by the TSX Venture Exchange.
ON BEHALF OF THE BOARD
Kaare G. Foy, Chairman & CFO
SEC 20-F Statement Filed; Standard & Poor's Listed
FOR FURTHER INFORMATION PLEASE CONTACT:
Great Panther Resources Limited
(604) 685-9744 (FAX)