Alpetro Resources Ltd.

Alpetro Resources Ltd.

July 20, 2011 13:49 ET

Alpetro Announces Execution of Amalgamation Agreement in Connection with a Going Private Transaction

CALGARY, ALBERTA--(Marketwire - July 20, 2011) - Alpetro Resources Ltd. ("Alpetro") (TSX VENTURE:ALF) is pleased to announce that it has entered into a definitive agreement dated July 19, 2011 (the "Amalgamation Agreement") with a private corporation and its wholly-owned subsidiary (the "Private Subsidiary"). Pursuant to the Amalgamation Agreement, Alpetro and the Private Subsidiary will carry out a statutory amalgamation whereby shareholders of Alpetro will receive $0.39 in cash in respect of every one (1) Alpetro share held. Following the completion of the amalgamation, Alpetro intends to delist from the TSX Venture Exchange and to apply to the applicable securities regulatory authorities to cease to be a reporting issuer.

The closing of the proposed amalgamation is conditional upon, among other things, the Private Subsidiary entering into voting support agreements by July 27, 2011 with all directors and officers of Alpetro and such other Alpetro shareholders aggregating at least 66 2/3% of the Alpetro shares, and the approval of the amalgamation by the shareholders of Alpetro at a special meeting of shareholders called for such purpose. Full details of the transaction will be included in Alpetro's management information circular which is expected to be mailed to shareholders on or about August 8, 2011 for a meeting to be held on or about September 13, 2011.

The Amalgamation Agreement was approved by the Alpetro Board of Directors today. A complete copy of the Amalgamation Agreement can be found on SEDAR at

This news release is for information purposes only and is not a substitute for the Amalgamation Agreement which will effect the proposed transaction. There can be no assurance that the conditions of closing will be satisfied, or that the transaction will be completed as proposed or at all. Alpetro will issue further news releases in respect to this proposed transaction as circumstances warrant.

Forward Looking Statements

This new release contains forward-looking statements which reflect Alpetro's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Alpetro disclaims any obligation to update these forward-looking statements.

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

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