RPT

CALGARY, March 21 /CNW/ -- NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. CALGARY, March 21 /CNW/ - ArPetrol Ltd. (formerly RPT Resources Ltd.) (the "Corporation") (TSXV: RPT) is pleased to announce that the Corporation and ArPetrol Inc. ("ArPetrol") today completed their previously announced business combination, pursuant to which a wholly-owned subsidiary of the Corporation amalgamated by way of a plan of arrangement (the "Arrangement") with ArPetrol and pursuant thereto the Corporation issued 7.494 common shares of the Corporation (each a "Common Share") for each common share of ArPetrol for an aggregate issuance of approximately 224.1 million Common Shares. The Arrangement was approved by 100% of the shareholders who voted at the ArPetrol shareholder meeting, 98% of the shareholders who voted at the Corporation's shareholder meeting and by the Court of Queen's Bench of Alberta.  Following the Arrangement, the Corporation was continued into the Province of Alberta under the name "ArPetrol Ltd.". The Corporation is also pleased to announce the election of the new board of directors comprised of Claudio Ghersinich (Chairman), Abdel Badwi, Jeffrey Boyce, Timothy Thomas, Ronald Williams and Michelle Gahagan and the appointment of the previously announced management team of Timothy Thomas as President and Chief Executive Officer, Ian Habke as Chief Financial Officer, Ian Moffat as Vice President, Exploration and Troy Wagner as Vice President, Argentina. In conjunction with the completion of the Arrangement, the Corporation's approximately 228.5 million subscription receipts ("Subscription Receipts") issued on January 11, 2011 at a price of $0.13 per Subscription Receipt have converted into approximately 228.5 million Common Shares and approximately 228.5 million common share purchase warrants ("Warrants").  Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.26 until January 11, 2013.  Net proceeds of approximately $28.4 million from the issuance of the Subscription Receipts have been released from escrow to the Corporation, with the balance of the proceeds being paid to Raymond James Ltd. and Canaccord Genuity Corp. in payment of their fees for acting as agents in connection with the original private placement of the Subscription Receipts.  In addition, a finder's fee of 2,000,000 Common Shares has been paid to Sam Charanek in connection with the successful completion of the Arrangement. The Corporation now has issued and outstanding approximately 571.5 million Common Shares and 228.5 million Warrants. Outlook With the closing of the Arrangement and the release from escrow of the net proceeds from the Subscription Receipt financing, the Corporation is debt-free with working capital of approximately $39 million with an experienced management team and board of directors to execute a fully-funded capital program on an inventory of drilling opportunities in Argentina.  The Corporation's growth strategy will focus on expanding its core operation and cash-flow base in Argentina through the drilling of redevelopment wells on its Faro Virgenes concession in Argentina and exploration wells identified for both Faro Virgenes and the Corporation's Blanco de Los Olivos Oriental permit.  As well, the Corporation will be actively pursuing strategic acquisitions in Argentina and other locations in Latin America to diversify its asset base and expects that its recognized board and management team will draw interest from participants in that region.  Tim Thomas, President & Chief Executive Officer of ArPetrol, commented: "We are pleased with the outcome of our going-public transaction. With the closing of the Arrangement and proceeds of our recent financing, ArPetrol should be well-positioned to capitalize on the changing market in Argentina through both organic growth opportunities and targeted acquisitions." The Corporation also intends to review alternatives to create maximum value for the Corporation's current mining assets. About ArPetrol Ltd. The Corporation is a Calgary based public company currently engaged in oil and gas exploration, development and production in Argentina.  The Corporation's Common Shares are listed on the TSX Venture Exchange under the symbol "RPT". Reader Advisory 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", "should", "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 Corporation's growth and business strategy and development and exploration plans.  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; industry conditions, including fluctuations in the prices of oil and natural gas; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; 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; the ability of the Corporation to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in foreign countries; and the ability of the Corporation to successfully market its oil and natural gas products.  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. 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. ‍ To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/March2011/21/c4464.html p Tim Thomas, President and Chief Executive Officerbr/ a href="mailto:t.thomas@arpetrol.com"t.thomas@arpetrol.com/a /p p or /p p Ian Habke, Chief Financial Officerbr/ a href="mailto:i.habke@arpetrol.com"i.habke@arpetrol.com/a /p p ArPetrol Ltd.br/ Main Phone: (403) 263-6738 /p

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