Issuance of Second Tranche of US$8 million Bonds

November 12th, 2015
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Primeline Energy Holdings Inc. (“Primeline” or the “Company”) (TSXV: PEH) today announced that effective November 10, 2015, it has completed the second tranche of its private placement of unsecured convertible bonds in the aggregate principal amount of US$20,000,000 (the “Bonds”) announced by Primeline on May 11 and June 5, 2015. Primeline has issued US$8,000,000 principal amount Tranche B Convertible Bonds (the “Tranche B Bonds”) to GRF Prime Limited (“GRF”), a resources fund managed by GEMS Investment Management Limited. The term of the Tranche B Bonds is three years extendable for two one-year periods. Interest is payable quarterly at 7% per annum, of which 4.5% will be paid in cash and 2.5% in ordinary shares of Primeline (“Shares”) issued at a deemed price per Share equal to the volume-weighted average trading price of the Shares on the TSX-V for the 10 days preceding the interest payment date. The Tranche B Bonds will be convertible, at the option of GRF, at any time during the period commencing four months and a day following the date of issuance of the Tranche B Bonds up to the date that is 10 days prior to the date of maturity of the Tranche B Bonds, into Shares at a conversion price of CAD$0.85 per Share.

The principal amount of Tranche B Bonds previously agreed with GRF to be sold was US $10 million, on or before December 31, 2015. Primeline and GRF have agreed that GRF will purchase on or before February 29, 2016, an aggregate principal amount of US$2,000,000 Tranche C Bonds. Save for the extended outside date for purchase, the terms and conditions of the Tranche C Bonds will be identical to those of the Tranche B Bonds.

Primeline will now proceed to spud LS30-3-1, as announced in its press release of October 28, 2015.

The Tranche B Bonds were distributed pursuant to the exemption from the prospectus requirement of applicable securities legislation provided for at section 2.10 of NI 45-106. The Tranche B Bonds, and any Shares issued as interest or upon conversion, are subject to a statutory hold period of four months plus a day expiring on March 11, 2016 accordance with applicable securities laws.

About Primeline Energy Holdings Inc.

Primeline is an exploration and production company focusing exclusively on China’s resources to become a major supplier of gas and oil to the East China market. Primeline has a 100% Contractor’s interest in and is the operator of the Petroleum Contract with CNOOC Limited for Block 33/07 (5,877 sq km) in the East China Sea, and a 49% interest in the producing LS36-1 gas field in Block 25/34, together with CNOOC Limited (51% interest and acting as operator for the field development and production). Shares of Primeline are listed for trading on the TSX Venture Exchange (the “TSX-V”) under the symbol PEH.


Dr. Ming Wang
Chief Executive Officer


Dr. Ming Wang Cathy Hume Andrew Raca
CEO CEO Head of Corporate Finance
Phone: +44 207.499.8888 Phone: +1 416.868.1079 Phone : +44 203 005 5000
Fax: +44 207.499.2288 Fax: +1 416.868.6198 Email:
Toll Free: 1.877.818.0688 Email:

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