CALGARY, ALBERTA--(Marketwire - Aug. 26, 2008) - Americas Petrogas Inc. ("API") and Valverde Capital Corp. (TSX VENTURE:VLV.P) today jointly announced that the shareholders and warrantholders of API and the shareholders of Valverde unanimously voted in favour of the previously announced plan of arrangement (the "Arrangement") between Americas and Valverde. Valverde shareholders also unanimously voted in favour of the continuance of Valverde from British Columbia to Alberta, a precondition to the Arrangement. Following the respective shareholder votes, Valverde was continued into Alberta, API received final court approval of the Arrangement and Articles of Arrangement and Articles of Amalgamation were filed with the Alberta Registrar of Corporations. Accordingly, the Arrangement has now been completed. The resulting company from the Arrangement will carry on business under the name "Americas Petrogas Inc." ("Americas").
Summary of Arrangement
Under the terms of the Arrangement, holders of Valverde securities will receive: (i) one (1) share of Americas for each two (2) issued and outstanding former shares of Valverde; (ii) one (1) stock option of Americas for each two (2) issued and outstanding former stock options of Valverde; (iii) one (1) agent's option of Americas for each two (2) issued and outstanding former agent's options of Valverde. Holders of API securities will receive: (i) one (1) share of Americas for each one (1) issued and outstanding former share of API; (ii) one (1) broker warrant of Americas for each one (1) issued and outstanding former broker warrant of API; (iii) one (1) share purchase warrant of Americas for each one (1) issued and outstanding former share purchase warrant of API; and (iv) one (1) stock option of Americas for each one (1) issued and outstanding former stock option of API all on the terms as set out in the Plan of Arrangement. The directors and officers of Americas are the current directors of API, the stock option plan of Americas is the stock option plan prescribed by the Plan of Arrangement and the auditors of API have become the auditors of Americas.
As a consequence of the Arrangement, Americas has 92,544,896 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 are exercisable at prices ranging between US$0.50 and Cdn$0.86 per share; the broker and agents warrants are exercisable at pricing ranging between Cdn$0.40 and US$0.50 and the stock options are exercisable at prices ranging between $0.20 (for 200,000 options originally granted by Valverde) and US$0.50 for the remaining balance of 6,634,600 options. Full details of the Arrangement were set out in the Joint Management Circular (the "Circular") dated July 25, 2008, a copy of which is available at www.sedar.com.
About Americas Petrogas Inc.
Americas is a junior international oil and gas exploration and development company focused on the acquisition, exploration and development of oil and gas properties in Latin America. Through its wholly owned Argentinean subsidiary, Americas has, through various joint venture agreements, acquired varying working interests, ranging from 40% to 75% (and averaging 68% working interest) in eleven concessions totaling approximately 1,371,000 acres in Argentina. Details of Americas' properties and reserves prepared in accordance with National Instrument 51-101 are contained in the Circular.
In June 2007, Americas 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, Americas 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, Americas 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, Americas commenced drilling of three exploration wells on the Medanito Sur block. These wells have been drilled, cased and cemented and are currently being tested.
Americas is also at various stages of negotiations on the acquisition of additional oil and gas properties elsewhere in Argentina.
In addition, Americas has been recently awarded, subject to receipt of applicable regulatory approval and finalization of applicable documentation, a 70% working interest in a brine (potash) concession in Peru.
Stock Exchange Listing and Tier Status
The Arrangement is intended to constitute Valverde's qualifying transaction under TSX Venture Exchange Policy 2.4 ("Exchange"). Americas has received conditional listing acceptance for the listing of its shares on the Exchange as a Tier 1 oil and gas issuer. In accordance with Exchange policy, Americas' shares are currently halted from trading. Trading of the shares of Americas on the Exchange will occur upon satisfaction of all of the listing requirements of the Exchange, currently anticipated by mid-September 2008.
Canaccord Capital Corporation ("Canaccord") has been retained as the Sponsor in connection with the qualifying transaction. Pursuant to an engagement agreement between Valverde, API and Canaccord dated May 28, 2008, Canaccord will complete necessary due diligence on Valverde and API and provide Americas with a sponsorship report so that Americas 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.
Surrender of API and Valverde Share and Warrant Certificates
Each registered shareholder of Valverde and API and each registered Warrantholder of API will have received along with their proxy materials, a form of letter of transmittal for their shares and warrants. A copy of the letter of transmittal in respect of API shares, Valverde shares and Americas Warrants complete with instructions for the completion of such form has been filed on August 25, 2008 under the Valverde/Americas company profile at www.sedar.com under the heading "other". All securityholders of API and Valverde are encouraged to return their share and warrant certificates in accordance with the instructions contained in the letter of transmittal.
Non Resident Tax Requirements
Non-resident shareholders of Americas are required to notify the Minister of National Revenue (Canada), in the prescribed form (Form T2062), of the exchange of API shares for Americas shares and to provide a tax clearance certificate to the Americas. Failure of a non-resident shareholder to do so will result in Americas having to withhold 25% of the shares of Americas to otherwise be issued to such non-resident shareholder and to make appropriate remittances to the Receiver General of Canada. A letter of transmittal along with Form T2062 accompanied the Circular. A copy of Form T2062 complete with instructions for the completion of such form has been filed on August 26, 2008 under the Valverde/Americas company profile at www.sedar.com under the heading "other". All non-resident shareholders are requested to submit the Form T2062 along with the letter of transmittal to Computershare in accordance with the delivery instructions provided therein at their earliest opportunity.
ON BEHALF OF THE BOARD OF AMERICAS PETROGAS INC.
Barclay Hambrook, President and 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. 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.
This release may contain forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are made as of the date hereof and API, Valverde and Americas do not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Americas Petrogas Inc.
President & Chief Executive Officer