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RPT RESOURCES LTD ANNOUNCES EXECUTED DEFINITIVE AGREEMENT

VIEWS: 8 PAGES: 12

									                     RPT RESOURCES LTD. ANNOUNCES
    EXECUTED DEFINITIVE AGREEMENT REGARDING BUSINESS COMBINATION

VANCOUVER, BRITISH COLUMBIA - December 24, 2010 – RPT Resources Ltd. ("RPT" or
the "Corporation") (TSXV: RPT) is pleased announce that RPT and ArPetrol Inc. ("ArPetrol")
have now entered into a definitive agreement dated December 23, 2010 (the "Agreement") in
connection with the arm's length business combination of RPT and ArPetrol which was
previously announced on November 22, 2010. The Agreement contemplates the following
(collectively, the "Transactions"):
•       under the terms of the Agreement, a wholly-owned subsidiary of RPT will amalgamate
        by way of a plan of arrangement (the "Amalgamation") with ArPetrol and pursuant
        thereto RPT will issue 7.494 common shares of RPT (each an "RPT Share") for each
        common share of ArPetrol (each an "ArPetrol Share") at a deemed price of $0.13 per
        RPT Share for aggregate deemed consideration of approximately $27.9 million;
•       a new management team will be appointed led by 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 (the "New
        Management") (see biographical information below);
        a new board of directors will be comprised of five of the current directors of ArPetrol:
        Claudio Ghersinich (Chairman), Abdel Badwi, Jeffrey Boyce, Timothy Thomas and
        Ronald Williams, as well as Michelle Gahagan who is a current director of RPT (the
        "New Directors") (see biographical information below);
•       RPT will be recapitalized through the previously announced private placement (the
        "Private Placement") of up to 207,693,000 subscription receipts of RPT ("Subscription
        Receipts") at a price of $0.13 per Subscription Receipt for aggregate gross proceeds of up
        to approximately $27 million which is expected to close on January 11, 2011 and for which
        the agents have been granted a 10% option (the "Agents' Option") to increase the size of
        the Private Placement prior to closing by up to an additional 20,769,300 Subscription
        Receipts or approximately $2.7 million. Notwithstanding the above, the Agreement
        provides that receipt of a minimum of $14.3 million in gross proceeds from the Private
        Placement is a mutual condition precedent for both parties to the closing of the
        Amalgamation (unless amended or waived); and
•       RPT will be continued to the Province of Alberta under the name "ArPetrol Ltd.".
Trading of RPT Shares has been halted pending finalization of the terms of the Transactions and
this news release describing the Transactions. Trading of RPT Shares is expected to resume on or
about December 29, 2010.




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Pro-Forma Highlights
Assuming the completion of the Transactions (which is targeted for on or around March 15,
2011), the Corporation is expected to have the following attributes (on a pro forma basis):
Production1                                                 375 boepd4
Gross Proved Reserves2                                      4.9 MMboe4
Gross Proved plus Probable Reserves2                        7.5 MMboe4
Working Capital3                                            Approx. $39 million (net of transaction costs)

Notes:
1. This is based on year-to-date average daily production of ArPetrol as of September 30, 2010.
2. Based on the December 31, 2009 Gaffney, Cline & Associates reserves report for ArPetrol. "Gross Reserves" are
    ArPetrol's working interest (operating or non-operating) share before deduction of royalties and without including
    any royalty interests of ArPetrol.
3. Assumes completion of the maximum Private Placement and exercise in full of the Agents' Option for an
    aggregate of approximately $29.7 million from the Private Placement. In addition to the Private Placement, this
    working capital amount includes $1.2 million raised from the ArPetrol Convertible Debentures referred to below.
4. This represents natural gas production of 2.1MMcf/d with associated condensate production of approximately 10
    Bbls/d. The term "boe" may be misleading, particularly if used in isolation. A boe conversion of 6 Mcf:1 bbl is
    based upon an energy equivalency conversion method primarily applicable at the burner tip and it does not
    represent a value equivalency at the well head.

Upon completion of the Transactions, the Corporation is expected to be debt free with a working
capital position of approximately $39 million (net of transaction costs and based on the
assumptions in note 3 above). In Argentina, the Corporation will own and operate 100% of
approximately 375 boepd of production from its Faro Virgenes concession. The Corporation's
Argentine assets will also include expected high productivity redevelopment wells, several
anticipated high impact, low cost exploration targets, a strategically located 85 MMcf/d gas plant
(at full capacity) and a 65% working interest in 60,244 gross acres of undeveloped lands.

Merits of the Transaction and Corporate Strategy
The Transactions will provide the Corporation 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 Transactions are expected to provide the resources necessary for growth of
ArPetrol's current production and reserves base.

The Corporation's growth strategy is expected to have the following elements:
•        Focus on expanding its core operation and cash-flow base in Argentina;
•        Drill low cost and high reward exploration wells identified in Argentina;
•        Drill low risk and high impact redevelopment wells at Faro Virgenes in Argentina; and
•        Pursue strategic acquisitions in South America.

The Corporation's target for organic growth is projected to be approximately 2,000 boepd by the
end of 2011 based on the planned capital program, development success and other assumptions
set forth elsewhere in this press release.

Boards of Directors' Recommendations
The board of directors of each of RPT and ArPetrol has considered the Amalgamation at length
and has, based upon the verbal fairness opinion of its respective financial advisors and other
considerations, unanimously determined that the Transactions are fair to their respective
shareholders and are in the best interests of RPT and ArPetrol, respectively, and recommends that
its respective shareholders approve the Transactions. The board of directors and officers of each
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of RPT (holding approximately 0.4% of the RPT Shares) and ArPetrol (holding approximately
46% of the ArPetrol Shares) have entered into support agreements in which they have agreed,
among other things, to vote in favour of the Transactions, subject to certain conditions.

New Management Team
The New Management brings a long and successful track record in the international and Canadian
oil and gas sectors. This experience spans all areas of the upstream oil and gas business, including
conventional and unconventional resource plays and operational success in numerous countries
worldwide, including Canada, Argentina, Colombia, Peru, UK, the Middle East, Africa and
Indonesia. The New Management has demonstrated operational expertise and helped build
international oil and gas organizations.

Timothy J. Thomas, P.Eng.     Mr. Thomas is a professional engineer with more than 32 years of oil and
President & CEO               gas experience. Most recently, Tim was Senior Vice President Canadian
                              Oil and Gas and an officer at Nexen Inc. (TSX, NYSE), a successful oil &
                              gas company with assets in Canada, US, UK, Yemen, Nigeria and
                              Colombia. He served in senior executive roles in Canada, Yemen, UK and
                              Indonesia. During his 18 year career with Nexen, he was instrumental in
                              identifying and positioning the company in the Horn River shale gas
                              property and maintaining Canadian production levels through selective
                              investments. While the President and General Manager in Yemen he
                              identified and led the capital investments to raise production to a plateau
                              rate of 230,000 boepd. In addition, he was responsible for a wide range of
                              upstream exploration and production projects and business development
                              activities in Nigeria, Colombia, Vietnam, Pakistan and Australia. Prior to
                              Nexen, Tim worked for Gulf Canada (formerly TSX, NYSE) with a focus
                              on the Arctic and East Coast areas and Texaco (formerly NYSE) where he
                              worked on both development and exploration activity in the North Sea.
Ian Habke, CA                 Mr. Habke is a Chartered Accountant with more than 20 years of diverse
CFO                           industry experience. Most recently Mr. Habke was Director of Supply
                              Management for Nexen Inc. Other roles with Nexen have included Finance
                              Director for their UK operations and VP Finance for Yemen. In these
                              positions Mr. Habke was an integral member of the in-country management
                              groups directing the daily operations of these assets. His corporate roles
                              have included President of Nexen Energy Holdings International in the UK
                              and assignments in financial reporting and budgeting and strategic
                              planning. Mr. Habke has a Bachelor of Commerce from the University of
                              Alberta.
Ian Moffat, P. Geol.          Dr. Moffat is a professional geologist with more than 30 years of
Vice President, Exploration   exploration, exploitation and development experience gained in North and
                              South America, Africa, Southeast Asia, the former Soviet Union and the
                              Middle East. Prior to joining ArPetrol, Dr. Moffat was VP Exploration
                              New Ventures at Talisman Energy Inc. (TSX). In his 17 year career at
                              Talisman, Dr. Moffat played an instrumental role in significant oil and gas
                              discoveries in Western Canada, Algeria, Sudan, Peru and Colombia.
                              During this period he led teams that grew Talisman's Latin American
                              acreage position and played a significant role in its execution of a global
                              exploration, acquisition and exploitation strategy. Prior to joining
                              Talisman, Dr. Moffat worked for Gulf Canada both in North America and
                              in International Exploration and Development.




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Troy Wagner, P. Eng. MBA Mr. Wagner is a professional engineer and MBA graduate with 18 years of
Vice President, Argentina engineering and management experience. Prior to joining ArPetrol in 2007
                          as the in-country manager in Argentina, Mr. Wagner was COO and VP
                          Engineering of Elmworth Energy/Triangle USA Petroleum (OTC - US), a
                          company focused on developing domestic and international shale gas
                          projects. Mr. Wagner also spent 10 years at NAL Resources Management
                          Ltd. (TSX) managing assets with combined production of 36,000 boepd.
                          As the Vice President of Operations at NAL, Mr. Wagner was responsible
                          for leading all technical and operations staff with annual Capital and
                          Operating budgets of over $175 million and $110 million per year,
                          respectively.

Board of Directors
The New Directors have strong track records in the oil and gas industry. The New Directors have
held executive and director positions with a number of successful companies with operations in
Canada, USA, Europe, Africa, Asia, the Middle East, Australia and South America.
Claudio A. Ghersinich,       Claudio Ghersinich is an independent businessman and professional
P.Eng.                       engineer with more than 30 years of oil and gas experience. He is a co-
Chairman                     founder and former Executive VP and VP Business Development of
                             Vermilion Energy Trust (TSX). He serves or has served on the Board of
                             Directors of various public companies including Verenex Energy Inc.
                             (formerly TSX), Vermilion Energy Inc. (TSX), Aventura Energy Inc.
                             (formerly TSX), Bulldog Energy Inc. (TSX), Bulldog Resources Inc.
                             (formerly TSX) and Pegasus Oil & Gas Inc. (formerly TSXV), and Valeura
                             Energy Inc. (TSXV), as well as several private and non-profit
                             organizations. These companies have operated assets in Canada, Europe,
                             Libya, Trinidad, Argentina and Australia. He has been Chairman of
                             ArPetrol since its inception.
Abdel F. Badwi, P. Geol.     Abby Badwi is an international energy executive and professional geologist
Director                     with more than 35 years experience in the exploration, development and
                             production of oil and gas fields in North America, South America, Europe,
                             Asia and the Middle East. Mr. Badwi has been a director of ArPetrol since
                             its inception. He is currently President & CEO of Bankers Petroleum Ltd.
                             (TSX, London-AIM), an oil & gas company with heavy oil operations in
                             Albania. Previously, he served as President & CEO of Rally Energy Ltd.
                             (formerly TSX, Frankfurt) which had heavy oil operations in Egypt and
                             other assets in Pakistan and Canada, and which was sold in 2007. He has
                             been an officer and director of several Canadian public and private
                             companies and is currently a director of Bankers Petroleum Ltd. (TSX,
                             London-AIM), Valeura Energy Inc. (TSXV) and ArPetrol.
Jeffrey S. Boyce             Mr. Boyce is Chairman & CEO of Sure Energy Inc. (TSX). Previously, Mr.
Director                     Boyce was the President & CEO of Clear Energy Inc. (formerly TSX) and
                             prior thereto, President & CEO, co-founder of Vermilion Resources Ltd. As
                             one of the founders, Mr. Boyce was directly involved in stewardship of
                             Vermilion Resources Ltd. which grew from having $200,000 in the bank in
                             1994 to a business with a current enterprise value exceeding $3 billion. Mr.
                             Boyce has more than 30 years experience in public financial markets,
                             corporate planning, negotiating, developing land and exploration strategies,
                             and managing oil and gas companies. Mr. Boyce has served on the Board
                             of Directors of various public, private and non-profit organizations. These
                             companies have operated assets in Canada, Europe, Trinidad, Argentina,
                             Colombia and Australia. Mr. Boyce has been a director of ArPetrol since
                             its inception.



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Michelle Gahagan.            Ms. Gahagan is currently a principal in a privately-held merchant bank
Director                     based in Vancouver and London. Prior to the commencement of her
                             involvement in merchant banking five years ago, Ms. Gahagan graduated
                             from Queens University Law School and practiced corporate law for 20
                             years. Ms. Gahagan has extensive experience advising companies with
                             respect to international tax-driven structures, mergers and acquisitions. Ms.
                             Gahagan has successfully completed the Investment Management
                             Certificate course and is a Qualified Person under the Financial Services
                             Authority (UK) regime. Ms. Gahagan has been the president of RPT
                             Resources Ltd. since the fall of 2009 and is currently the managing director
                             of Northern Rand Resource Corp. and a director of Bowood Energy Corp.
Timothy J. Thomas, P. Eng. (See above)
Director

Ronald A. Williams, CA       Mr. Williams is Vice President Finance and Chief Financial Officer of
Director                     Questfire Energy Corp., a private oil and gas company. Prior thereto he
                             was the Vice President Finance and Chief Financial Officer of Stonefire
                             Energy Corp (formerly TSXV), a public company sold in 2010, and prior
                             thereto, Director, Finance for Vermilion Energy Trust (TSX). He joined the
                             ArPetrol Board in June 2007 and brings over 19 years of domestic and
                             international oil and gas industry experience. Mr. Williams has an extensive
                             background in the areas of audit, finance, and taxation as well as property
                             and corporate acquisitions.
The New Directors will become the board of directors of the Corporation immediately following
the effective time of the Amalgamation.

Private Placement
As previously announced, on December 16, 2010, RPT entered into an agreement with a
syndicate of agents led by Raymond James Ltd. and including Canaccord Genuity Corp. (the
"Agents") providing for the issuance on a private placement agency basis of up to 207,693,000
Subscription Receipts at a price of $0.13 per Subscription Receipt for aggregate gross proceeds of
up to $27 million. In addition, RPT has granted the Agents the Agents' Option to increase the
size of the Private Placement by up to an additional 20,769,300 Subscription Receipts or $2.7
million, exercisable prior to the closing of the Private Placement. Closing of the Private
Placement is expected to occur on or about January 11, 2011 and is subject to receipt of all
necessary regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV").
Each Subscription Receipt will represent the right to automatically receive one RPT Share and
one common share purchase warrant ("RPT Financial Warrant"). Each RPT Financial Warrant
will entitle the holder thereof to purchase one RPT Share at a price of $0.26 at any time prior to
the date that is two years after the closing of the Private Placement.
The Subscription Receipts will be issued pursuant to the terms of a subscription receipt agreement
and the gross proceeds of the Private Placement will be held in escrow by an escrow agent. Each
Subscription Receipt will automatically be exchanged, without payment of any additional
consideration or further action on the part of the holder thereof, into one RPT Share and one RPT
Financial Warrant upon delivery of a notice to the escrow agent that the escrow release conditions
have been satisfied, including the receipt of any necessary government, regulatory and
shareholder approvals.
Provided that the notice is delivered to the escrow agent on or before March 31, 2011 pursuant to
the terms of the subscription receipt agreement, the net proceeds of the Private Placement will be
released from escrow to the Corporation. If the notice is not provided to the escrow agent on or
before March 31, 2011 pursuant to the terms of the subscription receipt agreement, the
Agreement is terminated, or RPT or ArPetrol advises the Agents or announces to the public that it
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does not intend to proceed with the Amalgamation, each Subscription Receipt will be cancelled
and each holder of Subscription Receipts will be entitled to receive its investment plus interest.
The Agreement provides that receipt of a minimum of $14.3 million in gross proceeds from the
Private Placement is a mutual condition precedent for both parties to the closing of the
Amalgamation (unless amended or waived). The Agents will receive a commission of 4.5% of
the gross proceeds raised under the Private Placement. The net proceeds from the Private
Placement will be used to fund the Corporation’s exploration and redevelopment program and for
general working capital purposes.
In addition, ArPetrol has recently issued to certain board members convertible debentures in the
aggregate principal amount of $1.2 million ("ArPetrol Convertible Debentures") and 1,231,753
common share purchase warrants ("ArPetrol Financial Warrants"). In accordance with the
their terms, immediately prior to the Amalgamation, the ArPetrol Convertible Debentures will be
converted into ArPetrol Shares on the basis of one ArPetrol Share per $0.97422 of principal
amount outstanding. Pursuant to the Amalgamation, these ArPetrol Shares will then be
exchanged for RPT Shares at a ratio of 7.494:1. The ArPetrol Financial Warrants will also be
exchanged at a ratio of 7.494:1 on the Amalgamation for common share purchase warrants of
RPT having the same terms as the RPT Financial Warrants issued pursuant to the conversion of
the Subscription Receipts.

Overview of the Transaction, Incentives and Capitalization
Under the terms of the Agreement, each outstanding ArPetrol Share will be exchanged for 7.494
RPT Shares at a deemed price of $0.13 per RPT Share for aggregate deemed consideration of
approximately $27.9 million. RPT currently has approximately 117.0 million RPT Shares
outstanding and ArPetrol currently has approximately 28.5 million ArPetrol Shares outstanding.
There are no control persons of either RPT or ArPetrol.
The pro forma capitalization of the Corporation following the Amalgamation is described in the
table below on the basis of both the minimum Private Placement and the maximum Private
Placement. Following the closing of the Transactions, assuming completion of the maximum
Private Placement and exercise in full of the Agents' Option and the other assumptions set forth
below: (i) the Corporation will have approximately 570 million RPT Shares outstanding, of which
approximately 14% of the RPT Shares will be owned or controlled by the New Management and
New Directors; (ii) on a diluted basis, the New Management and New Directors will own or
control approximately 14% of approximately 835 million diluted RPT Shares; and (iii) there will
be outstanding options representing on an aggregate basis approximately 4.3% of the issued and
outstanding RPT Shares. The Corporation's options (which are described below) will be subject
to a rolling option plan for up to 10% of the RPT Shares outstanding from time to time and will
be subject to TSXV policies and guidelines.

                                                                 Minimum RPT      Maximum RPT
 Expected Pro-Forma Capitalization Following Amalgamation          Shares(1)        Shares(2)
RPT Equity                                                        116,988,073      116,988,073
                            (3)
ArPetrol Equity (7.494:1)                                         214,856,374      214,856,374
RPT Shares from Private Placement(4)                              119,230,770      237,693,070
                                  (5)
RPT Shares for Finder’s Fee                                         2,000,000         2,000,000
RPT Shares Outstanding (basic)                                    453,075,217      571,537,517




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RPT Shares issuable pursuant to RPT Financial Warrants (6)                     119,230,770          237,693,070
                                                  (7)(8)
RPT Shares issuable pursuant to stock options                                   24,539,615           24,539,615
                                                             (9)(10)
RPT Shares issuable pursuant to performance warrants                             2,997,600            2,997,600
RPT Shares (fully diluted)                                                     599,843,202          836,767,802
Notes:
1.  This assumes completion of the minimum of $14.3 million in gross proceeds under the Private Placement.
2.  This assumes completion of the maximum Private Placement and exercise in full of the Agents' Option.
3.  This assumes the exercise of 200,000 existing "in-the-money" options of ArPetrol prior to completion of the
    Amalgamation.
4.  Includes RPT Shares ultimately issued as a result of the conversion of the ArPetrol Convertible Debentures and
    RPT common share purchase warrants issued for the ArPetrol Financial Warrants pursuant to the Amalgamation.
5.  A finder's fee of 2,000,000 common shares of the combined entity will be issued to Sam Charanek at a deemed
    price of $0.13 per share upon completion of the Transaction. Mr. Charanek is a principal of CEE Merchant Group
    and has over 12 years of capital markets consulting experience.
6.  Each RPT Financial Warrant will entitle the holder thereof to acquire one RPT Share at a price of $0.26 for a
    period of 24 months.
7. Continuing options: This amount includes an aggregate of 20,703,815 of options which will be held by persons
    who will be New Management, New Directors or employees of the Corporation: 18,517,485 options with an
    exercise price of $0.13 (which will expire in 2017) , 725,000 options with an exercise price of $0.20 (which will
    expire in 2014), 1,124,100 options with an exercise price of $0.27 (which expire between 2015 and 2017) and
    337,230 options with an exercise price of $0.24 (which will expire in 2017). This does not include any option
    allocations for future hires.
8. Expiring Options: This amount also includes an aggregate of 3,835,800 of options which will be held by persons
    who will not be New Management, New Directors or employees of the Corporation and which are expected to be
    exercised or expire within a certain period following completion of the Amalgamation as follows: 2,175,000
    options with an exercise price of $0.20, 12,000 options with an exercise price of $0.27 and 150,000 options with
    an exercise price of $0.40, all of which will be exercised or expire within 180 days following closing.
9. Continuing Performance Warrants: This amount includes performance warrants with an exercise price of $0.134
    which will be held by one member of New Management. These RPT performance warrants will be issued pursuant
    to the Amalgamation for the existing performance warrants granted to ArPetrol management around the time of
    their original subscription in ArPetrol. One-third of the performance warrants will be vested and the remainder
    will be subject to vesting thresholds of $0.400 and $0.534 and will expire on January 10, 2015. These
    performance warrants are not expected to be part of the "security based compensation arrangements" of the
    Corporation because they were granted at the time of earlier financings of ArPetrol.
10. Expiring Performance Warrants: This amount also includes 1,498,800 of performance warrants which reflects the
    vested portion performance warrants with an exercise price of $0.134 which will be held by persons who will not
    be New Management, New Directors or employees of the Corporation and which are expected to expire within 30
    days following completion of the Amalgamation. This amount excludes 2,997,600 of performance warrants which
    represents the unvested portion of such persons’ performance warrants with the same exercise price but which are
    subject to vesting thresholds of $0.400 and $0.534 and which will also expire within 30 days following completion
    of the Amalgamation. These performance warrants are also not expected to be part of the "security based
    compensation arrangements" of the Corporation because they were granted at the time of earlier financings of
    ArPetrol.

Timing and Required Approvals
Completion of the Amalgamation is subject to the satisfaction of a number of conditions under
the Agreement, including receipt of the approval of the TSXV, approval of the Amalgamation
and election of the New Directors by not less than 50% of the shareholders of RPT who vote at
the RPT shareholder meeting, approval of the Amalgamation by not less than two-thirds of the
shareholders of ArPetrol who vote at the ArPetrol shareholder meeting and approval by the Court
of Queen's Bench of Alberta. RPT has applied for and received a sponsorship exemption
pursuant to the policies of the TSXV. A joint information circular is expected to be mailed to
RPT and ArPetrol shareholders in early-February and the annual and special meetings of
shareholders of each of RPT and ArPetrol are expected to be held in early-March 2011.


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It is expected that the Amalgamation will be closed on or about March 15, 2011 on the
assumption that RPT and ArPetrol receive the requisite approvals and all of the conditions to
closing are satisfied. In light of the pending shareholder meeting to vote on the Amalgamation
and election of the New Directors, RPT applied to the British Colombia Registrar of Companies
and obtained an extension of the deadline for its annual general meeting until March 31, 2011.

Termination of the Agreement
The terms of the Agreement provide for termination of the Agreement and the Amalgamation if
the Amalgamation is not completed by an outside date of March 31, 2011, unless extended by the
parties. In addition to the terms of the Agreement discussed above, the Agreement contains
reciprocal non-solicitation covenants, customary representations, warranties, covenants and
conditions and provides for reciprocal non-completion fees under certain circumstances of
$1,000,000 or a reimbursement of costs of up to $750,000 (depending on the type of break-fee
event). The complete Agreement will be accessible under RPT's profile on SEDAR at
www.sedar.com.

Financial Advisors
Raymond James Ltd. is acting as financial advisor to RPT with respect to the Amalgamation and
provided a verbal fairness opinion to RPT's board in respect of the consideration to be issued by
RPT pursuant to the Amalgamation.
Canaccord Genuity Corp. is acting as financial advisor to ArPetrol with respect to the
Amalgamation and provided a verbal fairness opinion to ArPetrol's board in respect of the
consideration to be received by ArPetrol's shareholders pursuant to the Amalgamation.
Raymond James Ltd. and Canaccord Genuity Corp. are also acting as underwriters in respect of
the Private Placement.
A written fairness opinion of each of the financial advisors is expected to be included in the joint
information circular to be mailed to RPT and ArPetrol shareholders.

About RPT Resources Ltd.
RPT is a Canadian mineral exploration company based in Vancouver, British Columbia and
incorporated under the Business Corporations Act (British Columbia). Since August 2009, RPT's
principal focus has been to search for mineral properties, primarily zinc oxide mineralization,
which may be suitable for application of the proprietary mineral processing technology developed
by MetaLeach Limited, a wholly owned subsidiary of Alexander Mining PLC. The RPT Shares
are listed on the TSXV under the trading symbol "RPT".

About ArPetrol Inc.
ArPetrol is a Calgary, Alberta based private company engaged in oil and gas exploration and
production in Argentina. It was incorporated under the Business Corporations Act (Alberta) on
September 17, 2004 and in July 2007 purchased Geodyne Energy S.A. ("GESA"). GESA (now
known as ArPetrol Argentina S.A.) was a private Argentine oil and gas company with assets in
the Province of Santa Cruz. Through this purchase, ArPetrol owns and operates 100% of the Faro
Virgenes concession which currently produces natural gas and condensate at approximately 375
boepd from two wells in the Springhill formation. ArPetrol has planned a three well
redevelopment program to be conducted in 2011 and 2012 which will target the underdeveloped
crest of the structure. Costs of all three wells are currently estimated to be approximately $22
million.
In conjunction, ArPetrol's technical team in Argentina has identified a potential onshore
exploration prospect on its 100% owned and operated Faro Virgenes concession. ArPetrol has
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planned to test the possible oil accumulation through an exploration well in 2011 at an estimated
cost of $1.8 million.
In addition, ArPetrol's assets include a 100% interest in a 85 MMcf/d gas plant (at full capacity)
strategically located on the Faro Virgenes concession and a 20% operated working interest (with
an option to increase to a 50% working interest at casing point) in the Blanco de Los Olivos
Oriental ("BOO") and Catriel Viejo Sur exploration permits. Both exploration permits are
located in the hydrocarbon rich Neuquen Basin in the province of Rio Negro. ArPetrol has
scheduled an exploitation program of two to three shallow gas wells on its BOO permit for late
2011. Total costs of the program are currently estimated to be between $0.5 and $1.3 million
(depending on final working interest).

ArPetrol Reserves Data
Gaffney, Cline & Associates Inc. ("GCA") has prepared an audit examination (the "GCA
Report") of the hydrocarbon liquid and natural gas reserves of ArPetrol dated April 29, 2010.
The effective date of the GCA Report is December 31, 2009 and it consists of an audit of the
hydrocarbon liquid and natural gas reserves attributable to ArPetrol's interest in the Faro Virgenes
concession as originally estimated by ArPetrol. The GCA Report has been prepared using
assumptions and methodology guidelines outlined in the Canadian Oil and Gas Evaluation
Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil
and Gas Activities.
The following table sets forth the natural gas and natural gas liquid reserve estimates attributable
to ArPetrol's interest in the Faro Virgenes concession as presented in the GCA Report. The
reserve estimates provided herein are estimates only and there is no guarantee that the estimated
reserves will be recovered. Actual natural gas and natural gas liquid reserves may be greater than
or less than the estimates provided herein. Although the gas structure extends beyond ArPetrol's
concession limits and ArPetrol has made application for a 10-year extension to the concession
term, the reserve estimates provided herein are based only on the reserves estimated inside the
concession limits and during its primary term (through 2016).

                                  ArPetrol Reserves Summary - December 31, 2009
                                                                     Natural Gas                   Natural Gas Liquids
                                                                 Gross(1)      Net(1)             Gross(1)        Net(1)
                                                                        (2)                             (2)
                                                                (MMcf)        (MMcf)             (Mbbl)          (Mbbl)

         Proved Developed Producing &
         Proved Developed Non-Producing(3)(6)(7)(8)               4,402           3,874              76              67
         Proved Undeveloped(3)(9)                                22,031          19,387             382             336
         Total Proved(3)                                         26,433          23,261             458             403

         Total Probable(4)                                       14,229          12,521             246             217

         Total Proved Plus Probable(3)(4)                        40,662          35,782             704             620

         Total Possible(5)                                       12,961          11,407             225             197

         Total Proved Plus Probable Plus Possible(3)(4)(5)       53,623          47,189             929             817


Notes:
(1) "Gross Reserves" are ArPetrol's working interest (operating or non-operating) share before deduction of royalties and without
     including any royalty interests of ArPetrol. "Net Reserves" are ArPetrol's working interest (operating or non-operating) share
     after deduction of royalty obligations plus ArPetrol's royalty interests in reserves.
(2) "MMcf" means million cubic feet and "Mbbl" means thousand barrels.
(3) "Proved" reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the
     actual remaining quantities recovered will exceed the estimated proved reserves.
(4) "Probable" reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely
     that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable
     reserves.

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(5)   "Possible" reserves are those additional reserves that are less certain to be recovered than probable reserves. There is only a
      10% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus
      possible reserves.
(6)   "Developed" reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if
      facilities have not been installed, that would involve a low expenditure (for example when compared to the cost of drilling a
      well) to put the reserves on production.
(7)   "Developed Producing" reserves are those reserves that are expected to be recovered from completion intervals open at the time
      of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the
      date of resumption of production must be known with reasonable certainty.
(8)   "Developed Non-Producing" reserves are those reserves that either have not been on production, or have previously been on
      production but are shut in and the date of resumption of production is unknown.
(9)   "Undeveloped" reserves are those reserves expected to be recovered from known accumulations where a significant expenditure
      (for example, when compared to the cost of drilling a well) is required to render them capable of production. They must fully
      meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.

Management of ArPetrol has confirmed that no material work has been performed on ArPetrol's
properties since the date of the GCA Report. ArPetrol will prepare an updated independent audit
examination of its hydrocarbon liquid and natural gas reserves in accordance with National
Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities and information from
such updated report will be included in the joint information circular to be provided to RPT and
ArPetrol shareholders in connection with the Transactions. Management of ArPetrol does not
currently expect that the reserves estimates in such updated report will differ materially from the
reserve estimates disclosed above. However, ArPetrol has made application for a 10-year
extension to the concession term which, if received prior to such report, is expected to have a
positive impact on the reserve estimates. Although management of ArPetrol is optimistic that the
extension will be granted on a timely basis, there is currently no certainty as to whether the
extension will be granted or the timing thereof.
Selected Financial Information
The following table sets forth certain unaudited financial information for ArPetrol as at and for
the six months ended June 30, 2010 and audited financial information for ArPetrol as at and for
the year ended December 31, 2009:
                                                                           Six Months ended                   Year ended
                                                                             June 30, 2010                 December 31, 2009
                                                                              (unaudited)                      (audited)
          Total Assets                                                       $21,415,224                      $23,019,588
          Current Liabilities                                                 $1,083,509                       $1,998,682
          Working Capital                                                     $1,135,803                       $1,416,923
          Property, Plant and Equipment                                      $18,013,893                      $18,375,714
          Revenue                                                           $2,392,078(1)                       $200,084
          Net Loss                                                            $1,569,775                       $3,139,213
          Shareholders' Equity                                               $17,962,560                      $18,501,887
Note:
(1) This includes gain on termination of lease


ArPetrol is currently preparing its unaudited financial information as at and for the nine months
ended September 30, 2010, which will be included in the joint information circular to be provided
to RPT and ArPetrol shareholders in connection with the Transactions. Management of ArPetrol
does not currently expect such financial information to have materially changed from the
financial information set forth above as at and for the six months ended June 30, 2010 except that
working capital as at September 30, 2010 is expected to be approximately $200,000, with a
significant portion of the decrease due to the reclassification of refundable Argentinean taxes
from current to long-term. However, subsequent to September 30, 2010, ArPetrol completed the
issuance of ArPetrol Convertible Debentures as described above which has resulted in cash
proceeds to ArPetrol of $1.2 million.



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For further information with respect to ArPetrol, the Corporation and the Transactions, please
contact:
Michelle Gahagan, President
RPT Resources Ltd.
(604) 639-4459

Tim Thomas, President and Chief Executive Officer
ArPetrol Inc.
(403) 263-6738


This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Subscription Receipts to be offered have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the
United States or to a U.S. person absent registration or an applicable exemption from the registration
requirements.

Reader Advisory
Investors are cautioned that, except as disclosed in the joint information circular to be prepared in
connection with the Transactions, any information released or received with respect to the Transactions
may not be accurate or complete and should not be relied upon. Trading in the securities of RPT should be
considered highly speculative.
The proposed Transactions has not been approved by the TSX Venture Exchange and remains subject to
TSX Venture Exchange approval.
Completion of the Transactions is subject to a number of conditions, including but not limited to, TSX
Venture Exchange acceptance, shareholder approvals and Court approval. The Transactions cannot close
until the required approvals are obtained. There can be no assurance that the Transactions will be
completed as proposed or at all.
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", "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 timing
and completion of the Transactions, the merits of the Transactions, timing, size and completion of the
Private Placement, the satisfaction of the conditions precedent to the Transactions (including receipt of
TSX Venture Exchange approval and shareholder approvals), the timing for calling and holding
shareholders meetings of RPT and ArPetrol, the preparation of reserve reports and financial statements
and the timing and results thereof, the Corporation's growth and business strategy, operational plans and
strategies and the timing thereof, development and exploration plans and strategies and the timing and
expected costs thereof, and future production levels. 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
in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil
and natural gas; governmental regulation of the oil and gas industry, including environmental regulation;
unanticipated operating events or performance which can reduce production or cause production to be

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shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and
when required; competition for and/or inability to retain drilling rigs and other services; the availability of
capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock
market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural
gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands,
skilled personnel and supplies; incorrect assessments of the value of acquisitions; 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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transactions and has
neither approved nor disapproved the contents of this press release.
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.




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