Americas Petrogas Inc.

Americas Petrogas Inc.

November 02, 2015 08:00 ET

Americas Petrogas Announces Management Changes, Board Appointment, Private Placement and Stock Option Grant

CALGARY, ALBERTA--(Marketwired - Nov. 2, 2015) - Americas Petrogas Inc. (TSX VENTURE:BOE), (the "Company") is pleased to announce the appointment of Abdel F. (Abby) Badwi as Executive Chairman of the Board of Directors of the Company effective November 1, 2015.

Mr. Badwi will also assume the position of Chief Executive Officer for an interim period. During this time, he will be working to develop the strategic business plan and re-structuring of the Company, and until a permanent CEO is sourced and appointed, will manage the development and implementation of the adopted business plan. For further information about the Company's plans for the future, see the Updated Corporate Presentation referenced below.

In connection with the appointment, Mr. Badwi has agreed to purchase, on a non-brokered private placement basis, 2.0 million units ("Units") 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 private placement is subject to the approval of the TSX Venture Exchange. The Company has also granted Mr. Badwi an aggregate of 2.0 million stock options exercisable for a period of five years at $0.25 per share. The options will be subject to deferred vesting over three years.

Mr. Carlos Lau has stepped down as Executive Chairman but will remain as a director and significant shareholder of the Company and as an advisor for its initiatives in Peru and Argentina. Mr. Barclay Hambrook has resigned the position of President and Chief Executive Officer and director of the Company and its subsidiaries effective October 30, 2015.

Mr. Ken Geren commented: "On behalf of Americas Petrogas' Board of Directors, I would like to welcome Mr. Badwi to the Company. He brings a wealth of experience in leading many successful energy companies. His strong background and proven track record of increasing corporate performance and adding shareholder value will be a significant asset to our Company.

"The Board of directors would like to thank Mr. Lau for his many contributions and we look forward to his continued involvement and commitment in his role as our South America advisor. We would also like to thank Mr. Hambrook for his contributions during his time at Americas Petrogas."

Abdel (Abby) Badwi

Mr. Badwi is an international energy executive and a Professional Geologist member of APEGA with more than 40 years of experience in the exploration, development and production of oil and gas fields in Canada, Latin America, Europe, Asia and the Middle East. He is current Vice-Chairman of Bankers Petroleum Ltd., a publicly-traded oil and gas company, since March 2013 and was President and Chief Executive Officer of the company from February 2008 to March 2013. He was President and Chief Executive of Rally Energy from 2005 to 2007. He has been an officer and director of several Canadian public and private companies. He received Albania's high distinction Presidential Award for "Special Civil Merits". The Award was made in recognition of his continuous activity in the economic, social & cultural life of Albania. Mr. Badwi is also the recipient of the Atlantic Council of Canada's Award for Corporate Social Responsibility and Economic Sustainability.

Updated Corporate Presentation

For additional information about the Company, an updated corporate presentation is now available on the Company's website,

Additional Information Regarding the Private Placement

The proposed 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. The common shares to be received pursuant to the proposed private placement are being issued at a price that is approximately 18% above the closing market price on October 30, 2015, being the last trading day of the Company's common shares prior to the date of the announcement of the private placement. The Company anticipates that it will file a material change report less than 21 days before the closing of the private placement. The Company believes that the shorter period for filing the material change report is reasonable because of the exemptions to MI 61-101 relied on and the Company's desire to close the private placement as soon as possible.

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. In particular, there is no assurance as to when a suitable CEO will be appointed or the timing of the completion or implementation of a strategic business plan or restructuring of the Company. 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.


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