Americas Petrogas Inc.

TSX VENTURE : BOE


Americas Petrogas Inc.
GrowMax AgriCorp.



GrowMax AgriCorp.

March 31, 2010 09:37 ET

Americas Petrogas Closes Private Placement Financings for $16 Million

CALGARY, ALBERTA--(Marketwire - March 31, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Americas Petrogas Inc. (the "Corporation") (TSX VENTURE:BOE) announces that it has closed its previously announced equity financing by way of a private placement on a bought-deal basis (the "Underwritten Offering") by completing the sale of 12,345,700 common shares of the Corporation ("Common Shares") (including 3,703,700 Common Shares issued pursuant to the exercise in full of the over-allotment option granted to the Underwriters) at a price of $0.81 per share, for gross proceeds of approximately $10 million. 

The Underwritten Offering was completed thorough a syndicate of underwriters which was led by Mackie Research Capital Corporation and included Dundee Securities Corporation, Byron Securities Ltd. and PI Financial Corp. (the "Underwriters"). The Underwriters were paid a cash commission equal to 7.0% of the gross proceeds of the Underwritten Offering and also received warrants to purchase up to 617,284 Common Shares of the Corporation expiring at the earlier of: (A) November 30, 2010, and (B) the closing of an initial public offering (IPO) of any subsidiary or affiliate of the Corporation holding the Corporation's interest in the potash brine and evaporite project in Bayovar, Peru.

The Corporation also announces that it has closed its previously announced equity financing by way of a private placement on a non-brokered basis (the "Non-Brokered Offering") of 7,407,414 Common Shares at a price of $0.81 per share, for gross proceeds of approximately $6 million. The Corporation will pay a finder's fee equal to 6% of $4.25 million of the gross proceeds of the Non-Brokered Offering.

A total of 19,753,114 Common Shares were issued pursuant to the Underwritten Offering and the Non-Brokered Offering (collectively, the "Offerings") for aggregate gross proceeds of approximately $16 million. After the closing of the Offerings, the Corporation has approximately 123.9 million Common Shares issued and outstanding.

All securities issued in connection with the Offerings are subject to a hold period which expires on July 31, 2010.

Net proceeds received by the Corporation from the Offerings will be used by the Corporation for the ongoing exploration and development of its Argentinean oil & gas properties, for the advancement of the Bayovar potash project by the Corporation's subsidiary, GrowMax Agri Corp., as well as for general corporate purposes.

The Common Shares offered 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 exemption from the registration requirements. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

About Americas Petrogas Inc.

Americas Petrogas Inc. is a Canadian company whose shares trade on the TSX Venture Exchange under the symbol "BOE". The Corporation has oil and gas exploration, development and production activities in Argentina. As well, in Peru, the Corporation is, through its subsidiary, GrowMax Agri Corp., developing a surface potash brine reservoir and evaporite deposit at Bayovar in the Sechura Desert of Northwest Peru.

Certain statements in this Press Release constitute forward-looking statements under applicable securities legislation. These statements include references to the use of proceeds of the Offering. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In particular, there is no assurance that net proceeds of the Offering will be used for the purposes indicated. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels and timing of activity and achievements to differ materially from those expressed or implied by such information.

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 THE RELEASE.

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