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Friday, 02/22/2008 5:21:27 AM

Friday, February 22, 2008 5:21:27 AM

Post# of 353190
Alert PLTG HITS GAS!!!!! (@.14 pps)

{Quick SS scope As of December 17th, there were 60,979,158 shares and 99,697,908 shares, respectively, of Common Stock issued and outstanding.}

February 22, 2008 - 3:00 AM EST

Platina Energy Group Strikes Gas for Kenner #4 While #3 Approaches TD

CHEYENNE, Wyo., Feb. 22 /PRNewswire-FirstCall/ -- Platina Energy Group, Inc. (OTC Bulletin Board: PLTG), (Frankfurt: O5Y.F) announced that Kenner #4 is now in the completion phase. During drilling, the operator reported a particularly long stretch of the Devonian Shale Formation as compared to the other wells. Strong indications of gas were present from as shallow as 600 feet. Accordingly, this could be the most promising well on the prospect to date.

The drilling rig is now nearing total depth (TD) on Kenner #3. Site preparation and permitting for the next well is almost complete.

Blair Merriam, President, stated, 'With natural gas prices over $8 per mcf, we're cautiously optimistic that revenues from the Tennessee Field run by Appalachian Energy could be considerably higher than forecasted. These wells have high-grade gas with average estimated production at 100-200mcf per day. With the new net revenue increase to Platina, these first four wells could deliver $75-150 thousand per month to the Company at current pricing.'

About Platina Energy Group

Platina Energy is a fast growing E&P Company. Since organization in 2005, it has acquired proven producing and proven non-producing reserves in addition to other possible reserves. The Company also owns rights to German inspired oil extraction technology. The Company continues to be aggressive in acquiring new and existing producing fields.

Contact Information: Platina Energy Group
Blair Merriam
307.637.3900
InvestorRelations@PlatinaGroup.com
http://www.PlatinaEnergyGroup.com

RISK/SEC DISCLAIMER

Information contained herein contains forward-looking statements, not guarantees of future success.

The presence or recoverability for optimal/timely reserves, costs, scheduling, etc., cannot be promised. This release contains 'Safe Harbor' provisions of the US Private Securities Litigation Reform Act of 1995 and involves risks and uncertainties that could cause actual results to differ materially from those estimated herein.

Platina Energy believes the forward-looking statements to be based on reasonable assumptions; however, no assurances are made. Unpredictable and unanticipated risks, trends, potential unprofitability, cash flow impairments, access to financing and other risks must be understood.

Platina Energy assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Issuances of shares for acquisitions, settlements or services may dilute future earnings.

Oilfield leases contain certain terms and stipulations, often developmental or financial, which may require performance by the lessee. This could result in loss of future rights and underlying assets.

SOURCE Platina Energy Group, Inc.



Source: PR Newswire (February 22, 2008 - 3:00 AM EST)

News by QuoteMedia
www.quotemedia.com

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This from the sec

Article V
Capital

1. The aggregate number of shares which this Corporation shall have authority to issue is: Five Hundred Twenty Million (520,000,000) shares of which Five Hundred Million (500,000,000) shares shall be Common Stock, each with a par value of one tenth cent ($.001) per share and Twenty Million (20,000,000) shares shall be Preferred Shares, each with a par value of one tenth cent ($.001) per share.”


OUTSTANDING VOTING STOCK OF THE COMPANY




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As of the Record Date and as of the date hereof there were 60,979,158 shares and 99,697,908 shares, respectively, of Common Stock issued and outstanding. The Common Stock constitutes the outstanding class of voting securities of the Company. Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to the shareholders.

None of the persons who have been directors or officers of the Company at any time since the beginning of the last fiscal year, nor any associate of any such persons, has any interest in the matters to be acted upon. No director of the Company has informed the Company in writing that he intends to oppose any action to be taken by the Company. No proposals have been received from security holders.




SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS


The table below set forth information, as of the Record Date of December 19, 2007, with respect to the number and percentage of outstanding shares of Company Common Stock and Series A, B and C Preferred Stock owned by (i) each person known to the Company to beneficially own more than 5% of each class of stock, (ii) each director, (iii) each named executive officer, and (iv) all executive officers and directors as a group. The following calculations are made according to the rules of the Securities and Exchange Commission. Share ownership is deemed to include all shares that may be acquired through the exercise or conversion of any other security immediately or within the next sixty days. Such shares that may be so acquired are also deemed outstanding for purposes of calculating the percentage of ownership for that individual or any group of which that individual is a member. Shares outstanding were determined as of December 19, 2007.


Name and Address of Beneficial Owner Number of Shares Beneficially Owned Percentage of Ownership
Blair J. Merriam (1)
PO Box 3235
Cheyenne, WY 82003 Common 5,205,457 (1) 8.5 %
Daniel W. Thornton (2)
4255 S. Bannock St.
Englewood, CO 80110 Common 1,612,500 (2) 2.6 %
Joseph F. Langston, Jr.
10210 Highway 243
Kaufman, TX 75142
Common 353,571 0.006 %


All directors and executive officers as a group (3 persons) Common
Series A
Series B
Series C 7,171,528
0
0
0 11.8 %
0 %
0 %
0 %


(1) Includes 2,000,000 shares that may be acquired directly pursuant to the exercise of options.


(2) Includes 750,000 shares that may be acquired directly pursuant to the exercise of options.


Preferred Stock


As of December 19, 2007 there were no shares of preferred stock beneficially owned by directors or officers.


NO DISSENTER'S RIGHTS


Under applicable Delaware Law, any dissenting shareholders are not entitled to dissenter rights with respect to the amendment to the Company’s Certificate of Incorporation, and we will not independently provide shareholders with any such right.




REASON FOR THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
To obtain funding for our ongoing operations, on August 30, 2007 we entered into a Securities Purchase Agreement (La Jolla Securities Purchase Agreement”) with La Jolla Cove Investors, Inc. (“La Jolla”), to (i) sell to La Jolla a 7 ¼ % Convertible Debenture (“La Jolla Debenture”) for $300,000 with a maturity date of August 30, 2010 if not earlier converted by the holder into shares of our Common Stock and (iii) issue to La Jolla a Warrant to Purchase Common Stock (“La Jolla Warrant”) to purchase shares of the Company’s Common Stock to raise up to an additional $3,000,000 with an expiration date of August 30, 2010. The total principal balance of the Notes as of February 6, 2008 is $4,364,420 (the convertible notes are collectively referred to as the "Notes"). The La Jolla Debenture is convertible into the number of shares of Common Stock, at the Holders option, equal to the dollar amount of the Debenture being converted multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $1.00 , or (ii) 80% of the average of the 3 lowest closing prices (“Closing Price”) during the 20 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). Notwithstanding the foregoing, beginning in the first full calendar month after the Closing Date, Holder shall convert at least 10% but not more than 15% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 10% of the face value of the Debenture in any calendar month, the excess over 10% shall be credited against the next month’s minimum conversion amount. La Jolla has contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of Common Stock such that the number of shares of Common Stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of Common Stock. The La Jolla Warrant provides for the purchase of 3,000,000 shares of Common Stock at an exercise price of $1,00 per share and requires that upon each conversion of any portion of the Principal Amount outstanding under the Debenture, the Holder will simultaneously exercise a percentage of the Warrant that is equal to the percentage of the Principal Amount of the Debenture being so converted by Holder.




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To obtain additional funding for our ongoing operations, on January 9, 2008, we completed a $1,500,000 financing pursuant to a Securities Purchase Agreement dated effective December 31, 2007 (“Trafalgar Securities Purchase Agreement”) with Trafalgar Capital Specialized Fund, Luxembourg (“Trafalgar”) for Trafalgar to loan $1,500,000 to the Company (the “Loan”) pursuant to a secured Promissory Note (the “Note”) dated December 31, 2007. The Holder of the Note may convert all or any part of the principal plus accrued interest into shares of the Company’s Common Stock at the fixed price of $.17 per share, subject to various adjustments, if our Common Stock is trading at $.40 or above.

We are obligated by the terms of the La Jolla Securities Purchase Agreement and the Trafalgar Securities Purchase Agreement to have available sufficient shares of our Common Stock for the exercise of the La Jolla Debenture and La Jolla Warrant and the conversion of the Trafalgar Note. We believe that we presently do not have an adequate amount of shares of Common Stock authorized to meet our obligations to La Jolla and Trafalgar as well as to maintain a sufficient number of authorized but unissued shares issuable for future financings, business acquisitions, and general corporate purposes.

If we were unable to obtain an increase in our authorized Common Stock, we would be in default of the La Jolla and Trafalgar Securities Purchase Agreements. If we are in default, we could be required to immediately repay the Debenture and Note. If we are required to repay the Debenture and Note, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the Debenture and Note when required, La Jolla and Trafalgar could commence legal action against us and Trafalgar could foreclose on all of our assets to recover the amounts due. Any such actions would require us to curtail or cease operations.

In addition, we currently have an aggregate of 163,655 shares of Preferred Stock outstanding with conversion rights to 16,365,500 shares of our Common Stock. There currently are insufficient shares of Common Stock available for such conversion.

Our Certificate of Incorporation, as amended, authorizes us to issue up to 100,000,000 shares of our common stock. Currently we have 99,697,908 shares issued and outstanding.


The purpose of the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock is to have sufficient shares of Common Stock available to comply with previous financing obligations and conversion of Preferred Stock as set forth ablove and to have additional authorized shares of Common Stock available for possible future financing, for possible acquisition transactions, to provide equity incentives to employees, officers and consultants, and other general corporate purposes. Management believes that having such additional authorized shares of Common Stock available for issuance in the future would give the Corporation greater flexibility and may allow such shares to be issued without the expense and delay of a special shareholders’ meeting. Other than as described above, our Board of Directors has no present agreement, arrangement or commitment to issue any of the shares for which approval would be sought.



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