Kisan International Trading FZE

November 26, 2010 09:10 ET

Kisan International Trading FZE: News Release

DUBAI, UAE--(Marketwire - Nov. 26, 2010) - Kisan International Trading FZE ("Kisan") announces that as a result of a purchase pursuant to a private placement of common shares ("Shares") of Americas Petrogas Inc. (TSX VENTURE:BOE) ("Americas Petrogas" or the "Company") which closed on November 25, 2010, Kisan has acquired ownership of a total of 10,450,000 common shares (the "Shares") of Americas Petrogas. The purchase price of the Shares was $1.00 per share for an aggregate purchase price of $10,450,000.

In addition, Kisan has advanced a loan of $5,550,000 to the Company which loan is evidenced by an Unsecured Convertible Promissory Note (the "Note"). The Note has a term of three (3) years, bears interest at three (3%) percent per annum and is convertible into Shares of the Company at a price of $1.00 per Share by either Kisan or the Company at any time subject to the terms and conditions contained in the Note and also 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 Shares of the Company.

After giving effect to the purchase of the Shares, Kisan has beneficial ownership, direction or control over an aggregate of 22,610,500 common shares of Americas Petrogas, representing approximately 14.65% of the current issued and outstanding Shares of Americas Petrogas. In addition, the total indebtedness of Americas Petrogas to Kisan under the terms of the Note is $5,550,000. The Note is convertible into 5,550,000 Shares of the Company at a conversion price of $1.00 per Share, subject to the limitation of total share ownership set out above.

Kisan acquired the Shares for investment purposes and may, from time to time on an individual or joint basis, acquire additional securities of Americas Petrogas, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position. Kisan acquired the Note for investment purposes. The Note is non-transferrable. Kisan may in the future convert some or all of the principal amount of the Note into additional Shares of the Company, subject to the terms and conditions contained in the Note and also the limitation of total share ownership set out above.

A copy of the early warning report in respect of these acquisitions has been filed with the applicable securities commissions and can be found at www.sedar.com.

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 this release.

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