RPT Resources Ltd.
TSX VENTURE : RPT

RPT Resources Ltd.

December 14, 2010 16:23 ET

RPT Resources Ltd. Announces Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 14, 2010) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

RPT Resources Ltd. ("RPT") (TSX VENTURE:RPT) is pleased to announce that it has entered into an agreement for an overnight marketed offering of subscription receipts ("Subscription Receipts") to be conducted through a syndicate of underwriters led by Raymond James Ltd. and including Canaccord Genuity Corp. (the "Underwriters") on a private placement basis in certain jurisdictions in Canada and the United States pursuant to applicable prospectus exemptions ("Offering"). Each Subscription Receipt will represent the right to automatically receive one common share ("Common Share") in the capital of RPT and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase a Common Share at any time prior to the date that is two years after the closing of the Offering.

The number of Subscription Receipts to be distributed, the price of each Subscription Receipt and the exercise price of each Warrant will be determined in the context of the market with final terms to be determined at the time of pricing.

RPT intends to use the net proceeds of the Offering to fund the exploration and development program of ArPetrol Inc. ("ArPetrol") in Argentina following completion of the previously announced proposed business combination (the "Transaction") of RPT and ArPetrol.

The Subscription Receipts will be issued pursuant to the terms of a subscription receipt agreement and the gross proceeds of the Offering will be held in escrow by an escrow agent. Each Subscription Receipt will automatically be exchanged, without payment of any additional consideration or further action on the part of the holder thereof, into one Common Share and one Warrant upon delivery of a notice to the escrow agent that the escrow release conditions have been satisfied, including the receipt of any necessary government, regulatory and shareholder approvals.

Provided that the notice is delivered to the escrow agent pursuant to the terms of the subscription receipt agreement, the net proceeds of the Offering shall be released from escrow to RPT. If the notice is not provided to the escrow agent pursuant to the terms of the subscription receipt agreement, the definitive agreement is terminated, or RPT or ArPetrol advises the Underwriters or announces to the public that it does not intend to proceed with the Transaction, each Subscription Receipt shall be cancelled and each holder of Subscription Receipts shall be entitled to receive its investment plus interest.

Closing of the Offering is expected to occur on or about January 13, 2011 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Reader Advisory

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of RPT should be considered highly speculative.

Trading of the common shares of RPT will remain halted pending receipt and review by the TSX Venture Exchange of acceptable documentation regarding the combined entity following completion of the Transaction. The proposed Transaction has not been approved by the TSX Venture Exchange and remains subject to TSX Venture Exchange approval.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that this Transaction will be completed as proposed or at all.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the terms and pricing of the Offering, the use of the net proceeds of the Offering, the entering into of the transaction and financing documents and the terms and conditions thereof, the timing and completion of the Offering and the Transaction, and the satisfaction of the conditions precedent to the Transaction (including receipt of TSX Venture Exchange approval). Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. 

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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 state of the United States or any other jurisdiction outside of Canada in which such offer, solicitation or sale would be unlawful. The securities 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 applicable exemption from the registration requirements of the U.S. Securities Act of 1933 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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