Petroamerica Oil Corp.

Petroamerica Oil Corp.

April 21, 2011 11:04 ET

Petroamerica Announces Terms of Overnight-Marketed Equity Financing

CALGARY, ALBERTA--(Marketwire - April 21, 2011) -


Petroamerica Oil Corp. (TSX VENTURE:PTA) ("Petroamerica" or the "Company") is pleased to announce that, in connection with its previously announced overnight-marketed public offering (the "Offering"), it has entered into an underwriting agreement with a syndicate of underwriters led by Raymond James Ltd., and including GMP Securities L.P., Haywood Securities Inc., Canaccord Genuity Corp. and Jennings Capital Inc. (collectively, the "Underwriters"), to sell 152,500,000 Units at a price of $0.20 per Unit (the "Offering Price") to raise gross proceeds of $30,500,000 pursuant to a short-form prospectus financing (the "Offering"). Each Unit shall be comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable at $0.35 and will entitle the holder thereof to acquire one Common Share for a period of 36 months following the closing of the Offering. The Company will file an amended and restated preliminary prospectus in all provinces of Canada, except Québec, to reflect the terms of the Offering.

The Company has also granted the Underwriters an over-allotment option to purchase additional Units in an amount up to 15% of the number of Units sold pursuant to the Offering, exercisable in whole or in part at any time up to 30 days from the closing of the Offering.

The net proceeds from the Offering will be used to fund the exploration and development of the Company's petroleum assets in Colombia and for general business development, acquisitions, and working capital purposes.

The Units will be offered by way of a short form prospectus to be filed in certain provinces of Canada pursuant to National Instrument 44-101 Short Form Prospectus Distributions.

The Offering is scheduled to close on or about May 9, 2011 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

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".

Forward Looking Statements:

This news release includes forward-looking statements. More particularly, this news release contains statements concerning details concerning the Offering, including the anticipated date for the closing of the Offering, the securities to be issued thereunder, the size of the Offering and the use of proceeds from the Offering. The forward-looking statements contained in this document, including expectations and assumptions concerning the obtaining of the necessary regulatory approvals, the satisfaction of applicable conditions to the closing of the Offering and expectations concerning the demand for the Offering, as well as assumptions, opinions and views of the Company or cited from third party sources 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 a 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. Neither the Company nor any of its subsidiaries nor any of its officers 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.

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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