Americas Petrogas Announces Closing of Private Placement

CALGARY, ALBERTA--(Marketwired - Nov. 25, 2015) - Americas Petrogas Inc. (TSX VENTURE:BOE), (the "Company") is pleased to announce the closing of its non-brokered private placement of 2.0 million units ("Units") to its recently appointed Chairman and director, Abdel Badwi, at a price of $0.25 per Unit for an aggregate offering price of $500,000. Each Unit consists of one common share ("Common Share") and one common share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share in the capital of the Company at a price of $0.25 per Common Share for a period of three years from the date of closing provided that the trading price of the Common Shares is $0.75 or higher for not less than ten (10) consecutive trading days on the TSX Venture Exchange. The proceeds from the offering will be used for general corporate purposes.

The private placement of Units to Mr. Badwi is a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction, as adopted by TSXV Policy 5.9 ("MI 61-101"). The private placement of Units is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Units being issued to Mr. Badwi nor the consideration being paid by Mr. Badwi will exceed 25% of the Company's market capitalization.

Caution Regarding Forward-looking Information

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 should be viewed as "forward-looking statements". These statements relate to analyses and other information that are based upon forecasts of future results, estimates or 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.

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.

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 THE RELEASE.