Americas Petrogas Inc.
TSX VENTURE : BOE

Americas Petrogas Inc.

February 03, 2012 08:14 ET

Americas Petrogas Announces $50 Million Bought Deal Financing

CALGARY, ALBERTA--(Marketwire - Feb. 3, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Americas Petrogas Inc. (TSX VENTURE:BOE) (the "Company") is pleased to announce that it has entered into an agreement pursuant to which a syndicate of underwriters co-led by TD Securities Inc. and Cormark Securities Inc. and including Mackie Research Capital Corporation and Casimir Capital Ltd. (the "Underwriters") has offered to purchase, on a bought deal private placement basis, 14,300,000 common shares (the "Shares") of the Company at a price of $3.50 per Share for gross proceeds of $50,050,000 (the "Offering"). The Company has also granted the Underwriters an option to purchase up to an additional 2,860,000 Shares at the same price (the "Underwriters' Option"), which is exercisable by the Underwriters at any time up to 2 business days prior to closing. If this option is fully exercised, total gross proceeds will be $60,060,000.

The Company has also agreed to offer, on a non-brokered private placement basis (the "Non-Brokered Private Placement"), up to 2,547,000 Shares (3,057,000 Shares if the Underwriters' Option is exercised in full) at $3.50 per Share to Kisan International Trading FZE, a subsidiary of Indian Farmers Fertiliser Cooperative Limited.

The net proceeds from the Offering, the Underwriters' Option, if exercised, and the Non-Brokered Private Placement will be used to fund ongoing exploration and development of the Company's shale oil & gas properties, conventional oil & gas properties and for general corporate purposes.

The Offering is scheduled to close on or about February 22, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

In consideration for their services, the Underwriters will receive a cash commission of 6% of the gross proceeds of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

About Americas Petrogas Inc.

Americas Petrogas Inc. is a Canadian company whose shares trade on the TSX Venture Exchange under the symbol "BOE". Americas Petrogas has conventional and unconventional (shale and tight sands) oil and gas interests in numerous blocks in the Neuquen Basin of Argentina. Americas Petrogas has joint venture partners, including ExxonMobil, Apache and Gran Tierra Energy, on various blocks in Argentina. For more information about Americas Petrogas, please visit www.americaspetrogas.com.

Certain statements contained in this press release constitute "forward-looking statements" as such term is used in applicable Canadian and US securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact and should be viewed as "forward-looking statements". These statements relate to analyses and other information that are based upon forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

In particular, statements (express or implied) contained herein regarding use of proceeds and the expected closing date should all be viewed as forward looking statements.

There can be no assurance that such forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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