Americas Petrogas Private Placement of $34mm

Calgary, Alberta, CANADA PRIVATE PLACEMENT- –
Americas Petrogas Inc. announced as a follow-up to its announcement of November 1, 2010, that it intends to increase its non-brokered private placement from up to 16,000,000 common shares to up to 28,800,000 common shares of the Company (the “Common Shares”) at a price of $1.00 per Common Share for aggregate gross proceeds of up to $28,800,000. In addition to the issuance of Common Shares, the Company intends to complete a non-brokered private placement of unsecured convertible notes (the “Notes”) for aggregate gross proceeds of up to $5,200,000. The notes are unsecured, have a three-year term, bear interest at a rate of 3% per annum payable annually, and are convertible into Common Shares from time to time at a price of $1.00 per Common Share.

The foregoing private placement offerings (the “Offerings”) are subject to all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange (the “Exchange”). The securities issued pursuant to the Offerings shall be subject to a four month hold period under applicable securities laws. The closing of the Offerings is expected to occur during the week of November 15, 2010 and may occur in multiple closings. The Company may pay commissions or finders’ fees in connection with the Offerings in accordance with the policies of the Exchange.
The proceeds from the Offerings will be used for ongoing exploration and development of the Company’s Argentine oil and gas properties, for ongoing advancement of the Bayovar potash project by the Company’s subsidiary, GrowMax Agri Corp., and for general working capital purposes.

About Americas Petrogas Inc.

Americas Petrogas Inc. is a Canadian company whose shares trade on the TSX Venture Exchange under the symbol “BOE”. Americas Petrogas has oil and gas interests in 16 blocks involving exploration, development and production. API has proven conventional oil and gas reserves, as well as an evolving unconventional resource play including shale gas, shale oil, and tight sand oil and gas in Argentina’s prolific Neuquen basin. GrowMax Agri Corp. is a subsidiary of Americas Petrogas. For more information about Americas Petrogas, please visit www.americaspetrogas.com
About GrowMax Agri Corp.

GrowMax Agri Corp., is developing a surface potash (and other minerals) brine reservoir and evaporite deposit at Bayovar in the Sechura Desert of Northwest Peru. Management, along with its partner/investor IFFCO, intends to build GrowMax into a potash and specialty fertilizers company. For more information about GrowMax Agri Corp., please visit www.growmaxagricorp.com
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 and the closing date of the Offering. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company 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.

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.

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.

Read more: www.digitaljournal.com/pr/162145#ixzz15OCn0xZw

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