Petaquilla Minerals Ltd. (fka PTQMF)

[german_investor]

After a long night (i was read until 4 in the morning more about LP and our liabilities) i have now a lot of more informations:


1. Lomero Poyatos:

http://www.sedar.com/GetFile.do?lang=EN&docClass=5&issuerNo=00003219&fileName=/csfsprod/data122/filings/01796863/00000001/y%3A%5CADLQ%5C29AU11371%5CAFS_nb.pdf

Page 18 + 19:

10. INVESTMENT IN IBERIAN RESOURCES CORP.

The Company announced on April 6, 2011 that it had entered into a binding letter of intent (“LOI”) with
Iberian Resources Corp. (“Iberian”) pursuant to which the Company proposes to acquire all of the
outstanding shares of Iberian (the “Proposed Transaction”). The Company and Iberian have certain directors,
officers and shareholders in common and accordingly the Proposed Transaction is considered to be related
party transaction. In connection with the Proposed Transaction the Company will issue 44,635,255 common
shares of the Company as well as warrants to purchase 1,640,240 common shares at prices ranging from
US$0.14 to US$0.60 and options to purchase 3,357,313 common shares at prices ranging from CAD$0.10 to
US$0.60. The Company estimates transaction costs will be $700,000 of which approximately $318,000 had
been incurred and included in prepaid expenses by May 31, 2011. The TSX provided its conditional listing
approval for the acquisition on April 19, 2011. As the transaction will result in the issuance of more than
25% of the Company’s outstanding non-diluted securities, the Company’s shareholders are needed to
approve the Proposed Transaction. The special meeting of the Company’s shareholders will be held in
Vancouver, Canada on August 31, 2011.

Iberian is a private British Columbia company that owns 100% of the Lomero Poyatos mine through its
wholly-owned Spanish affiliate; Corporacion de Recursos Iberia S.L. Lomero Poyatos is located about 85
kilometres northeast of Seville, in the northeast part of the Iberian Pyrite Belt. Iberian also owns several
other exploration licenses in Iberia through its wholly-owned Spanish and Portuguese affiliates including
Sulfuros Complejos Andalucia Mining S.L. (“SCA”) and Almada Mining S.A. (“Almada”).
There were some transactions which occurred during the Company’s fourth quarter of fiscal 2012 related to
SCA and Almada, which were owned by Azuero as at February 28, 2011, which impacted the consolidated
financial statements of the Company:

a) Azuero a 49% owned subsidiary of the Company that owns SCA and Almada via Vintage Mining Corp.
(“Vintage Canada”). Azuero is consolidated in Petaquilla’s consolidated financial statements as a Variable
Interest Entity (“VIE”). The remaining 51% of Azuero is owned by Fundacion CC (Panama) and Fundacion
Celina (Panama) (together “51% ownership”) which are considered related parties to the Company. Island
Investments Holdings Ltd. (“Island”) on March 15, 2011 subscribed for $600,000 of common shares of
Vintage Canada. This transaction resulted in a dilution gain of $346,907.

b) On April 12, 2011, Iberian, pursuant to a share exchange agreement dated March 18, 2011, completed the
purchase of all of the issued and outstanding shares of Vintage Canada. As consideration, Iberian issued
12,721,362 common shares to the former shareholders of Vintage Canada and 1,272,138 stock options to the
former option holders of Vintage Canada exercisable into one common share at an exercise price of
CAD$0.10 per common share for a period expiring on February 28, 2016 of which Azuero received
8,523,312 shares of Iberian. Accordingly, Azuero deconsolidated Vintage Canada on April 12, 2011 and
recorded its investment in Iberian of $5,113,987 (included in “other assets” on the balance sheet) and a gain
on disposal of Vintage Canada of $4,793,737. The Company also recorded non-controlling interest of
$2,507,156 relating to the 51% ownership of Azuero.

At May 31, 2011, the Company’s investment in Iberian is $4,911,488. The Company considers Iberian an
investment for which it can exert significant influence and accordingly, has an equity account for this
investment. The equity loss incurred from the period of April 12, 2011 to May 31, 2011 was $204,499.



---> That´s now the 100% Proof that Iberian Resources was nobody others than Fifer & Friends. What i still couldn´t get is the information, how much have PTQ paid for the LP Concession. But as it was an officiall BID, it was for sure not very much. I try to get out something from the government in spain how much they was must pay them for the concession.

The owner before was Cambridge Minerals and they also get the concession revoked for not doing enough investment in the property.




Interesting was then the MEETING and the Votings:

http://www.sedar.com/GetFile.do?lang=EN&docClass=13&issuerNo=00003219&fileName=/csfsprod/data122/filings/01783143/00000002/o%3A%5CCPU%5C2011%5CPetaquillaMineralsLtd%5C110831petaminVOTRES_mj.pdf


----> As everybody can read here, it was a VOTE BY THE SHOWS OF HANDS. They even don´t report about the exactly voting, they say only that the shareholders voted for it. I have to get more informations if this was in a legal way...... I don´t know how you can on such a important transaction doing a Vote by the shows of hands? Some shareholders has more stocks, another has less stocks.....





2. Our Liabilities:

I have read also more details about our Liabilities. Excluding the others i have told already yesterday i think this would be also on a non cash basis:

- Credit Facilitys for the Leasing of the Aggregate Production Machines: ca. 7 Mio USD

- 13 Mio Provisions for Closure and Reclamation: This is for the later close of the mine and renature. But i have there really my doubts that they will do it. It seems for me more that they put it into the balance sheet for don´t pay tax for longer time. It should be the fine way to renature the mine after the closing, but this not happen very often in the mining business.

- Also i have some doubts about the 8 Mio in Community Relations. Some months ago they agreed to build a water treatment plant for the community for ca. 4 mio USD. It should be build latest in June 2014. We will see, if they really build it, but i think also that a lot of this will be more for tax purposes than really doing this. Of course normal they have to do it after the commitment, but they also was must paid their workers and don´t have do it. So it´s my opinion, that they don´t build the water treatment facility.

This together would be another ca. 30 mio USD, which would be probably another non-cash-liabilities. IMO.