Alpetro Resources Ltd.
TSX VENTURE : ALF

Alpetro Resources Ltd.

November 05, 2007 11:19 ET

Alpetro Resources Ltd.: First Closing of Private Placement and Early Warning

CALGARY, ALBERTA--(Marketwire - Nov. 5, 2007) - Alpetro Resources Ltd. ("Alpetro")(TSX VENTURE:ALF) is pleased to announce that it has held a first closing of its previously announced brokered private placement of 2,195,000 units at a price of $0.25 per unit (the "Units") for gross proceeds to Alpetro of $548,750.00. Each Unit is comprised of one common share in the capital of Alpetro (a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share for a period of 18 months following the closing date at a price of $0.35. The net proceeds from the financing will be used for development drilling, completion and well tie-in on Alpetro's properties.

Wolverton Securities Ltd. (the "Agent") acted as agent for this financing. As consideration for its participation in the offering, the Agent received cash commission equal to 10% of the total proceeds raised and 263,400 options each of which is exercisable into one Unit at a price of $0.25 expiring on May 2, 2009.

Two of the private placees are directors, officers and insiders of Alpetro. Nazrul Islam is the Chief Executive Officer and President of Alpetro and has subscribed for 300,000 Units ($75,000), and Robin Chan is the Chief Financial Officer, Treasurer and Secretary of Alpetro and has subscribed for 150,000 Units ($37,500). As a director, officer and insider of Alpetro, each of Nazrul Islam and Robin Chan can be considered a "related party" for the purposes of Policies 4.1 and 5.9 and Appendix 5B (being OSC Rule 61-501) of the TSX Venture Exchange (the "Exchange"). Alpetro is relying upon the exemptions from the Formal Valuation Requirement and the Minority Approval Requirement set out in subsection 4 of Section 5.5 and subsection (1)3 of Section 5.7 respectively of OSC Rule 61-501 for the purposes of completing the private placements with Nazrul Islam and Robin Chan and accordingly discloses that: (i) neither Alpetro nor, to the knowledge of Alpetro after reasonable inquiry, Nazrul Islam and Robin Chan have knowledge of any material information concerning Alpetro or its securities that has not been generally disclosed; (ii) the private placement subscription by Nazrul Islam increases his Common Shares in Alpetro (assuming exercise of his warrants) from 5,325,770 shares (representing 61.3% of the outstanding voting interest before the private placement) to 5,773,770 shares (representing 48.3% of the outstanding voting interest after the private placement, assuming exercise of all warrants); (iii) the private placement subscription by Robin Chan increases his Common Shares in Alpetro (assuming exercise of his warrants) from 50,000 shares (representing 0.6% of the outstanding voting interest before the private placement) to 200,000 shares (representing 2.3% of the outstanding voting interest after the private placement, assuming exercise of all warrants); (iv) the Common Shares of Alpetro are not listed on an exchange referred to in subsection (1)3 of Section 5.7; (v) the fair market value of the private placement Common Shares to be distributed to each of Nazrul Islam and Robin Chan (assuming exercise of all warrants by each of them) does not exceed $2,500,000; (vi) Alpetro has one or more independent directors in respect of the private placement to each of Nazrul Islam and Robin Chan who are not employees of Alpetro; and (vii) at least two-thirds of such independent directors approved the private placement to each of Nazrul Islam and Robin Chan.

As a result of the first closing of the private placement, Alpetro has 10,887,770 Common Shares issued and outstanding. A second closing of the private placement is expected to be held shortly.

Mr. Islam acquired the Units for investment purposes. Mr. Islam may acquire additional Common Shares of Alpetro in the second closing of the private placement or otherwise. Mr. Islam does not act joint or in concert with any other person in connection with the Common Shares of Alpetro.

All securities issued pursuant to this private placement are subject to a four month hold period that expires on March 3, 2008.

This release was prepared by Alpetro's management who take full responsibility for its contents. Some statements contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Alpetro disclaims any obligation to update forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Alpetro Resources Ltd.
    Nazrul Islam
    President
    (403) 234-9006
    or
    Alpetro Resources Ltd.
    #2240, 444 - 5th Ave. S.W.
    Calgary, Alberta T2P 2T8
    (403) 234-9006