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Published on 8/18/2006 in the Prospect News PIPE Daily.

New Issue: Guardian arranges C$1 million 7% convertible debenture

By Laura Lutz

Des Moines, Aug. 18 - Guardian Exploration Inc. entered into a proposal for a C$1 million convertible debenture financing with Azimuth Opportunity, Ltd., according to a company release.

The debenture, which matures April 27, 2007, has an interest rate of 7% and is convertible at C$0.75 per share.

Under the deal, Guardian may prepay the debenture with five days notice to Azimuth, and Azimuth may require some new equity or debt capital to be used to repay the debenture.

Calgary, Alta.-based Guardian acquires, explores and develops resource properties.

Issuer:Guardian Exploration Inc.
Issue:Convertible debenture
Amount:C$1 million
Maturity:April 27, 2007
Coupon:7%
Price:Par
Yield:7%
Conversion price:C$0.75
Warrants:No
Investor:Azimuth Opportunity Ltd.
Settlement date:Aug. 18
Stock symbol:TSX Venture: GX
Stock price:C$0.495 at close on Aug. 18

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