Americas Petrogas Inc.
TSX VENTURE : BOE

Americas Petrogas Inc.

July 30, 2015 16:07 ET

Americas Petrogas Announces Shareholder Approval of Proposed Transaction With Tecpetrol

CALGARY, ALBERTA--(Marketwired - July 30, 2015) - Americas Petrogas Inc. ("Americas Petrogas" or the "Company") (TSX VENTURE:BOE) is pleased to announce that, at its annual and special meeting (the "Meeting") of shareholders held on July 29, 2015, shareholders of the Company approved all matters put before them, including the sale by the Company of the outstanding common shares of Americas Petrogas Argentina S.A. to Tecpetrol International S.A. and Tecpetrol Internacional S.L. (Unipersonal) and related transactions (collectively, the "Transaction"). 127,305,237 shares, or 89.4% of the votes cast by shareholders at the Meeting, were voted in favour of the Transaction.

At the Meeting, shareholders also elected each of the seven management nominees as a director of the Company for the ensuing year, with each nominee receiving more than 82% of votes in favour of his election. The directors are:

  • Barclay Hambrook

  • Carlos Lau

  • Ken Geren

  • Ron Ho

  • Rakesh Kapur

  • Ross C. McCutcheon

  • Dr. Easton Wren

Shareholders also re-approved the Company's stock option plan (the "Option Plan") in accordance with the requirements of the TSXV Venture Exchange ("TSXV") and ratified and approved an amended and restated shareholder rights plan (the "Rights Plan"), which amends and restates the Company's previous amended and restated shareholder rights plan dated December 13, 2012 between the Company and Computershare Trust Company of Canada. The Rights Plan will be in effect for three years. A copy of the Rights Plan will be made available for review on SEDAR at www.sedar.com and reference should be made to the full text of the Rights Plan for the details of its provisions.

The Transaction, the Option Plan and the Rights Plan are each subject to the final approval by the TSXV. Closing of the Transaction is subject to satisfaction of all conditions precedent to its completion and is expected to occur in August 2015.

Forward Looking Information

Certain statements contained in this press release constitute "forward-looking statements" as such term is used in applicable Canadian 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". There are "forward-looking statements" included in this press release that relate to the closing date of the Transaction. 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. The forward-looking statements contained herein are expressly qualified by this cautionary statement. In particular, there is no assurance that the conditions set out in the agreement of purchase and sale in respect of the Transaction, including receipt of required regulatory approvals, will be satisfied. There is also no assurance that the Transaction will be completed on the timelines indicated or at all. Accordingly, because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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 THE RELEASE.

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