Valverde Capital Corp.
TSX VENTURE : VLV.P

July 17, 2008 09:00 ET

Valverde Capital Corp. Proposed Qualifying Transaction-Update on Acquisition of Americas Petrogas Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 17, 2008) - Valverde Capital Corp. (TSX VENTURE:VLV.P) (the "Company") provides an update on the proposed transaction previously announced on November 9th, 2007 (the "Original Announcement") wherein the Company announced it had agreed to acquire all the issued and outstanding securities of Americas Petrogas Inc. ("API") from the securityholders thereof (the "Transaction"). API is a private Alberta company focused on the acquisition, exploration and development of oil and gas properties in the Neuquen Basin of Argentina. The acquisition of API is intended to constitute the Company's Qualifying Transaction ("QT") under TSX Venture Exchange (the "Exchange") Policy 2.4.

Pursuant to the Original Announcement, the Company announced that the board of directors of API representing the securityholders of API (the "Sellers") had agreed with the Company that the Company would, subject to certain possible adjustments and certain conditions, acquire all of the issued and outstanding shares of API in consideration of the Company issuing to the Sellers 66,701,640 of its post consolidated common shares. Upon the closing of the Transaction, the Company would effect a 2 for 1 consolidation of is existing shares. In addition, the Company would issue to the holders of 23,930,450 common share purchase warrants, 1,533,272 broker's warrants and 6,634,600 stock options of API (collectively the "API Share Rights") 23,930,450 common share purchase warrants, 1,533,272 broker's warrants and 6,634,600 stock options of the Company entitling the holders thereof to acquire one (1) post consolidated common share of the Company on the same terms and conditions as each of the API Share Rights.

Subsequent to the Original Announcement, API has issued additional securities pursuant to rights granted to certain of its shareholders under private placements that closed in 2007 and has closed a number of private placements of common shares and common share purchase warrants ("units") at a price of $1.15 per unit for net proceeds (after finders fees but before issue costs) of approximately $16,539,000 which funds have been combined with its existing working capital to fund API's ongoing Argentinean seismic acquisition and exploration drilling programs. As a result of the foregoing transactions, API currently has 88,912,196 common shares issued and outstanding, an obligation to issue a further 127,700 shares pursuant to the exercise of certain rights to existing shareholders, an obligation to issue 1,000,000 common shares in connection with the acquisition of one of its Argentinean properties and an obligation to issue 500,000 common shares as finders fees upon the closing of the Transaction. In addition, API has outstanding 31,565,433 purchase warrants, 2,918,612 broker warrants and 6,634,600 stock options entitling the holders thereof to acquire one (1) common share of API at prices ranging between US$0.50 and $1.20 per API share.

Details of the Transaction

The Transaction is expected to be completed by way of an Arrangement between the Company, its shareholders, API and its securityholders. Immediately prior to implementing the Arrangement, the Company will change its domicile from British Columbia to Alberta (the "Continuance"). Under the terms of the Arrangement, the Company will first acquire all of the issued and outstanding common shares of API on the basis of two (2) common shares of Company being issued for each one (1) common share of API. Thereafter, API and the Company will amalgamate to form a new company ("Amalco") which will carry on business under the name "Americas Petrogas Inc." Pursuant to the amalgamation: (i) each two (2) issued and outstanding shares of the Company will be exchanged for one (1) Amalco share; (ii) each two (2) issued and outstanding stock options of the Company will be exchanged for one (1) Amalco stock option; (iii) each two (2) issued and outstanding agent's options of the Company will be exchanged for one (1) Amalco agent's option; (iv) each one (1) issued and outstanding broker's warrant of API will be exchanged for one (1) Amalco broker's warrant; (v) each one (1) issued and outstanding share purchase warrant of API will be exchanged for one (1) Amalco share purchase warrant and (vi) each one (1) issued and outstanding stock option of API will be exchanged for one (1) Amalco stock option all on the same terms as each of the API Share Rights. The directors and officers of Amalco will be the current directors of API, the stock option plan of API will become the stock option plan of Amalco and the auditors of API will become the auditors of Amalco. Information regarding the proposed directors of Amalco was set out in the Original Announcement.

Upon the completion of the Arrangement, Amalco is expected to have 92,544,896 Amalco common shares, 31,565,433 common share purchase warrants, 2,938,612 broker and agents warrants and 6,834,600 stock options issued and outstanding. The share purchase warrants, broker and agents warrants and stock options shall be exercisable into one additional Amalco Share on the same terms as the security of the Company or API for which it was exchanged at exercise prices ranging between $0.20 and $1.15 per Amalco share. The Transaction is subject to the approval of the shareholders of the Company and the securityholders of API. Full details of the transaction including the business and affairs of API, the Company and Amalco will be set out in a joint management information circular to be provided to voting securityholders.

About API

API is a private Alberta company focused on the acquisition, exploration and development of oil and gas properties in Latin America. Through its wholly owned Argentinean subsidiary, API has, through various joint venture agreements, acquired varying working interests, ranging from 40% to 75% in a number of concessions totalling approximately 1,371,000 acres in Argentina. National Instrument 51-101 reports by Chapman Petroleum Engineering Ltd. of Calgary, Alberta have been completed on API's various concession blocks and will be filed on SEDAR upon closing of the Transaction.

API advised the Company that in June 2007, it conducted a comprehensive 3D seismic survey over the entire Medanito Sur concession block. Seismic data acquired by the seismic survey has been processed and interpreted. Based upon the seismic interpretation, API has identified fourteen (14) potential drilling locations, many of which are in locations with seismic profiles similar to existing discoveries and production on adjoining blocks. In March 2008, API secured the required permits to drill its first well on the Medanito Sur block as well as provincial government approval of the assignment of the 40% interest in the block. In early June 2008, API commenced drilling of its El Puma x-1 exploration well on the Medanito Sur block. Currently, the El Puma x-1 well has been drilled, cased and cemented and is being prepared for testing. Drilling of the second well on the Medanito Sur block has now commenced.

Annual and Special Meeting

It is anticipated that the Annual and Special Meeting of the shareholders of the Company will held in late August or early September 2008 to approve, by way of special resolution, the Continuance and the Arrangement.

Conditions Precedent

The Transaction is subject to, among other things, the following remaining conditions precedent:

(1) the passing of resolutions by the shareholders of the Company approving a change of domicile of the Company from the Province of British Columbia to Alberta (the "Continuance");

(2) the passing of resolutions by the security holders of the Company and API approving the Arrangement;

(3) the completion of the Continuance prior to effecting the Arrangement;

(4) the Final Order of the Queen's Bench of Alberta approving the Arrangement on terms acceptable to the Company and API; and

(5) receipt of written notice from the Exchange that it has accepted for filing all material amounting to a QT.

Sponsorship

Canaccord Capital Corporation ("Canaccord") has been retained as the Sponsor in connection with the QT. Pursuant to an engagement agreement between the Company, API and Canaccord dated May 28, 2008, Canaccord will complete necessary due diligence on the Company and API and provide the Company with a sponsorship report so that the Company may satisfy the sponsorship requirements of the Exchange. Canaccord will be paid a fee and will be reimbursed for reasonable expenses including the fees of its legal counsel in connection with the provision of a sponsorship report.

Tier Status

It is expected that if the Transaction closes, Amalco will be listed as a Tier 1 oil and gas issuer on the Exchange.

In accordance with Exchange policy, the Company's shares are currently halted from trading. Trading will resume upon completion of the QT.

ON BEHALF OF THE BOARD

David Patterson, Chief Executive Officer

Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 Valverde Capital Corp. should be considered highly speculative.

Canaccord Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Contact Information

  • Valverde Capital Corp.
    David Patterson
    Chief Executive Officer
    (604) 684-6535
    (604) 602-9311 (FAX)