Petroamerica Oil Corp.

Petroamerica Oil Corp.

February 29, 2012 10:00 ET

Petroamerica Announces Private Placement of Up to $30 Million of Senior Secured Notes

CALGARY, ALBERTA--(Marketwire - Feb. 29, 2012) -


Petroamerica Oil Corp. (TSX VENTURE:PTA) ("Petroamerica" or the "Company") is pleased to announce that it has entered into an agreement with Raymond James Ltd. ("Raymond James") to sell on a reasonable commercial efforts basis, by way of private placement, units ("Units") of the Company at a price of $10,000 per Unit to raise minimum aggregate gross proceeds of $20,000,000 and maximum aggregate gross proceeds of up to $30,000,000 (the "Offering").

Subject to the satisfaction of certain conditions, Deans Knight Capital Management Ltd. ("Deans Knight"), on behalf of its clients, has committed to a minimum of $20,000,000 of the Offering.

Each Unit shall consist of a senior secured note of the Company with a par value of $10,000 and bearing interest at a rate of 11.5% per annum, payable quarterly with interest in arrears, with the first payment expected to be due on June 30, 2012 (the "Notes") and one common share purchase warrant (the "Warrant"). The Notes will mature 36 months from the closing date of the Offering. The Notes will be secured by the Company's property and will be senior to all other indebtedness and liabilities of the Company. Each whole Warrant will entitle the holder to acquire 10,000 common shares of the Company ("Common Shares") at a price of $0.20 per Common Share for a period of 36 months from the closing date of the Offering.

The Company has also granted Raymond James an option (the "Over-Allotment Option") to sell up to an additional 300 Units on the same terms as the Offering for additional gross proceeds of up to $3,000,000. The Over-Allotment Option is exercisable in whole or in part by Raymond James at any time up to 30 days after the closing of the Offering. If the Over-Allotment Option is exercised in full, the maximum gross proceeds raised would be $33,000,000.

The Company anticipates that it will use the proceeds raised to support the appraisal and development programs for the Las Maracas and Balay discoveries where capital spending is expected to be approximately $24 million as well as to support additional development, appraisal and other costs that arise from the 2012 exploration program. Exploration spending for the year is projected to be approximately $34 million and will be funded from a combination of the Company's cash on hand as well as revenues generated from the production operations on the Balay and Los Ocarros blocks. The exploration program for 2012 includes the drilling a total of six exploration wells on six different blocks.

The Units will be offered by way of private placement to accredited investors under applicable securities laws in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and such other jurisdictions as Raymond James and the Company may agree.

The Offering is expected to be completed by March 31, 2012 (or any such other date as agreed to by the Company and Raymond James, provided that such date is no later than 60 days following the date of this press release) and is subject to certain customary conditions and regulatory approvals, including the approval of the TSX-V, and the entering into by the Company and Raymond James of an agency agreement.

Petroamerica is a junior oil and gas company operating in Colombia and its shares are listed on the TSX Venture Exchange under the symbol "PTA".


Nelson Navarrete, President and CEO

Forward-Looking Statement: This news release includes information that constitutes "forward-looking information" or "forward-looking statements". The forward looking statements contained in this document, including expectations and assumptions concerning the obtaining of the necessary approvals for the Offering, the anticipated closing date of the Offering, the expected date of the first payment of interest pursuant to the Notes, the expected use of proceeds from the Offering and expected levels of exploration spending for 2012 by the Corporation, are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated developments and although the Company believes that the expectations represented by such forward-looking statements are reasonable, undue reliance should not be placed on the forward-looking statements because there can be no assurance that such expectations will be realized. Material risk factors include, but are not limited to: the risks of the oil and gas industry in general, such as operational risks in exploring for, developing and producing crude oil and natural gas, market demand and unpredictable shortages of equipment and/or labour; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates and interest rates, reliance on industry partners and the failure to obtain the necessary approvals for the Offering or possible delays in closing the Offering.

Neither the Company nor any of its subsidiaries nor any of its officers, directors or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments.

The forward-looking statements contained in this document are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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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