Americas Petrogas Inc.

Americas Petrogas Inc.
GrowMax Agri Corp.

GrowMax Agri Corp.

November 26, 2010 09:00 ET

Americas Petrogas Closes Additional $16,850,000 of Private Placements for a Total of $34,350,000

CALGARY, ALBERTA--(Marketwire - Nov. 26, 2010) -

Americas Petrogas Inc. (the "Company") (TSX VENTURE:BOE) announces that it has completed the second and final closing of its previously-announced common share private placement offering and the first and only closing of the unsecured convertible note private placement offering (collectively, the "Offerings"). This second closing of the common share private placement offering consisted of the issuance of 11,300,000 common shares of the Company ("Common Shares") at a price of $1.00 per Common Share for aggregate gross proceeds of $11,300,000. Kisan International Trading FZE ("Kisan"), a subsidiary of the Indian Farmers Fertiliser Co-operative ("IFFCO"), participated in this common share offering and Kisan now holds approximately 14.65% of the Company's common shares.

In addition to the aforementioned common share private placement offering, the Company contemporaneously completed a non-brokered private placement of an unsecured convertible note (the "Note") for aggregate gross proceeds of $5,550,000. The holder of the Note is Kisan. The Note is unsecured, has a three-year term, bears interest at a rate of 3% per annum payable annually, and is convertible, by either Kisan or the Company, into Common Shares at a price of $1.00 per Common Share, at any time subject to the limitation that any such conversion may not result in Kisan holding more than 15% (or such higher percentage as may be approved by the Company's shareholders) of the total issued and outstanding Common Shares of the Company.

The foregoing Offerings are subject to all necessary regulatory approvals, including the final approval of the TSX Venture Exchange (the "Exchange"). The securities issued pursuant to the Offerings shall be subject to a four month hold period under applicable securities laws.

The proceeds from the Offerings, totaling $34,350,000 from the combined closings, will be used for ongoing exploration and development of the Company's Argentine oil and gas properties, for ongoing advancement of the Bayovar potash project by the Company's subsidiary, GrowMax Agri Corp., and for general working capital purposes.

A finder's fee of 5% will be paid in respect of the issuance of 850,000 of the 11,300,000 Common Shares that were issued pursuant to the second closing of the common share private placement offering. No finder's fee will be paid in respect of the Note.

Commenting on the latest financings, Barclay Hambrook, President and CEO, stated, "We are pleased to have received much more demand on this non-brokered private placement than was originally anticipated, especially from very large current and new, institutional and strategic investors who support the long-term growth and vision of Americas Petrogas and GrowMax."

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 oil and gas interests in 16 blocks involving exploration, development and production. API has proven conventional oil and gas reserves, as well as evolving unconventional resource plays including shale gas, shale oil, and tight sand oil and gas in Argentina's prolific Neuquen basin. For more information about Americas Petrogas, please visit

About GrowMax Agri Corp.

GrowMax Agri Corp., a subsidiary of Americas Petrogas Inc., is developing a surface potash (and other minerals) brine reservoir and evaporite deposit at Bayovar in the Sechura Desert of Northwest Peru. Management, along with its partner/investor IFFCO, intends to build GrowMax into a potash and specialty fertilizers company. For more information about GrowMax Agri Corp., please visit

Certain statements in this Press Release constitute forward-looking statements under applicable securities legislation. These statements include references to the use of the net proceeds by the Company, oil and gas reserves, the development of a surface potash (and other minerals) brine reservoir and evaporite deposit, and the building of a potash and specialty fertilizers company. Such forward-looking statements involve 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, there is no assurance that net proceeds of the Offering will be used for the purposes indicated or that the second closing will occur when expected or at all. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels and timing of activity and achievements to differ materially from those expressed or implied by such information.

The common shares offered have not been registered under the U.S. Securities Act of 1933 as amended or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


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