AMG Bioenergy Resources Holdings Ltd.

AMG Bioenergy Resources Holdings Ltd.

May 11, 2011 13:16 ET

AMG Bioenergy Resources Holdings Ltd.: News Release

CALGARY, ALBERTA--(Marketwire - May 11, 2011) - AMG Bioenergy Resources Holdings Ltd. (the "Company") (TSX VENTURE:ABG), a Canadian publicly traded company, reports that it has entered a definitive purchase agreement with China Zhejiang Biodiesel co, Ltd., a corporation incorporated pursuant to the laws of the People's Republic of China, ("China Zhejiang"), dated effective 28 February, 2011, to acquire a 133 hectare jatropha plantation and a 201 hectare eucalyptus plantation (collectively the "Plantations"), in the People's Republic of China (the "Definitive Agreement"). The Definitive Agreement includes the acquisition of the associated land use rights and accompanying leasehold interest (collectively the "Land Use Rights").

Purchase Terms

Under the terms of the Definitive Agreement, in consideration for the acquisition of the Plantations and Land Use Rights, subject to the approval of the TSX Venture Exchange (the "Exchange"), the Company will pay China Zhejiang USD $1,500,000 and will issue to China Zhejiang, or its nominee, 13,750,000 common shares in the capital of the Company (the "Common Shares") at a deemed price of USD $0.08 per share, for aggregate consideration of USD $2,600,000.00. The Definitive Agreement contemplates a June 30, 2011 closing date.

In addition to regulatory approval, the proposed acquisition of the Plantations and Land Use Rights is subject to a number of conditions, including among other things: adequate financing, due diligence on the lands on which the Plantations are situated (the "Lands"), and a satisfactory review and/or opinion by Chinese counsel as to the transactions contemplated by the Definitive Agreement, which would include an opinion as to the Company's interest in the Lands. There are no assurances that these conditions will be satisfied, fulfilled or waived. Consequently, there can be no assurance that the transactions contemplated by the Definitive Agreement will be completed.

Pursuant to applicable laws of the People's Republic of China, the Plantations and Land Use Rights must be owned by a China subsidiary of the Company. Accordingly, the Definitive Agreement contemplates its assignment to, and assumption by, a wholly owned China subsidiary of the Company once it is established.

The Transaction is arm's length and if completed will constitute a "Fundamental Transaction" under the TSX Venture Exchange's (the "Exchange") Policy 5.3. As the Acquisition is an arm's length transaction, it is not contemplated that shareholder approval will be required. There is no finder's fee to be paid in respect of the Acquisition.

Summary of the Company

The Company has been active in research and development of bio-fuel feedstock and biodiesel conversion with the intent of developing a business producing jatropha as a bio-fuel feedstock in the People's Republic of China (the " PRC") and other parts of Asia.


Lee Shoong Lim, Managing Director

This news release may contain forward-looking statements. Forward-lookingstatements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

Neither 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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