Alpetro Resources Ltd.

Alpetro Resources Ltd.

September 13, 2011 19:57 ET

Alpetro Announces Termination of Amalgamation Agreement and Execution of Pre-Acquisition Agreement

CALGARY, ALBERTA--(Marketwire - Sept. 13, 2011) - Alpetro Resources Ltd. ("Alpetro") (TSX VENTURE:ALF) announced today that it has entered into an agreement dated September 12, 2011 (the "Termination Agreement") terminating its previously announced Amalgamation Agreement with a private corporation ("PrivCo") and its wholly-owned subsidiary and has concurrently entered into a definitive agreement dated September 12, 2011 (the "Pre-Acquisition Agreement") with PrivCo in replacement thereof. Upon further review of the proposed amalgamation transaction, Alpetro and PrivCo have determined that the acquisition of Alpetro should instead be effected through an offer by PrivCo to the shareholders of Alpetro. Accordingly, PrivCo has agreed, subject to the terms of the Pre-Acquisition Agreement, to make an offer to acquire all the outstanding Alpetro common shares by way of a friendly take-over bid (the "Offer") for C$0.39 per share in cash, being the same consideration that was contemplated by the Amalgamation Agreement. Following the completion of the proposed acquisition, 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 Pre-Acquisition Agreement provides for, among other things, customary board of directors support and non-solicitation covenants subject to customary "fiduciary out" provisions and payment of a deposit of $225,000, releasable to Alpetro if the acquisition is not completed in certain specified circumstances.

In connection with the offer, all of the directors and officers of Alpetro who are shareholders have agreed to enter into pre-tender agreements with PrivCo pursuant to which they will, among other things, agree to tender all their Alpetro shares to the Offer.

The Alpetro board of directors has unanimously determined that the Offer is fair and in the best interests of the Alpetro shareholders and to recommend acceptance of the Offer. Full details of the Offer will be included in the formal offer and take-over bid circular to be mailed to Alpetro Shareholders by PrivCo not later than September 30, 2011. The Offer will be open for acceptance for a period of not less than 35 days following commencement of the offer and will be conditional upon, among other things, valid acceptances of the Offer by Alpetro shareholders holding not less than 75% of the outstanding Alpetro Shares. In addition, the Offer will be subject to certain customary conditions, including receipt of relevant regulatory approvals and the absence of any material adverse change with respect to Alpetro.

A complete copy of the Termination Agreement and of the Pre-Acquisition Agreement can be found on SEDAR at

This news release is for information purposes only and is not a substitute for the Pre-Acquisition 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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