ALF Alpetro Resources Ltd

Alpetro Resources Ltd. ("Alpetro") (TSX VENTURE:ALF) announced today that it has
entered into an agreement dated September 12, 2011 (the "Termination Agreement")
terminating its previously announced Amalgamation Agreement with a private
corporation ("PrivCo") and its wholly-owned subsidiary and has concurrently
entered into a definitive agreement dated September 12, 2011 (the
"Pre-Acquisition Agreement") with PrivCo in replacement thereof. Upon further
review of the proposed amalgamation transaction, Alpetro and PrivCo have
determined that the acquisition of Alpetro should instead be effected through an
offer by PrivCo to the shareholders of Alpetro. Accordingly, PrivCo has agreed,
subject to the terms of the Pre-Acquisition Agreement, to make an offer to
acquire all the outstanding Alpetro common shares by way of a friendly take-over
bid (the "Offer") for C$0.39 per share in cash, being the same consideration
that was contemplated by the Amalgamation Agreement. Following the completion of
the proposed acquisition, Alpetro intends to delist from the TSX Venture
Exchange and to apply to the applicable securities regulatory authorities to
cease to be a reporting issuer.


The Pre-Acquisition Agreement provides for, among other things, customary board
of directors support and non-solicitation covenants subject to customary
"fiduciary out" provisions and payment of a deposit of $225,000, releasable to
Alpetro if the acquisition is not completed in certain specified circumstances.


In connection with the offer, all of the directors and officers of Alpetro who
are shareholders have agreed to enter into pre-tender agreements with PrivCo
pursuant to which they will, among other things, agree to tender all their
Alpetro shares to the Offer.


The Alpetro board of directors has unanimously determined that the Offer is fair
and in the best interests of the Alpetro shareholders and to recommend
acceptance of the Offer. Full details of the Offer will be included in the
formal offer and take-over bid circular to be mailed to Alpetro Shareholders by
PrivCo not later than September 30, 2011. The Offer will be open for acceptance
for a period of not less than 35 days following commencement of the offer and
will be conditional upon, among other things, valid acceptances of the Offer by
Alpetro shareholders holding not less than 75% of the outstanding Alpetro
Shares. In addition, the Offer will be subject to certain customary conditions,
including receipt of relevant regulatory approvals and the absence of any
material adverse change with respect to Alpetro.


A complete copy of the Termination Agreement and of the Pre-Acquisition
Agreement can be found on SEDAR at www.sedar.com.


This news release is for information purposes only and is not a substitute for
the Pre-Acquisition Agreement which will effect the proposed transaction. There
can be no assurance that the conditions of closing will be satisfied, or that
the transaction will be completed as proposed or at all. Alpetro will issue
further news releases in respect to this proposed transaction as circumstances
warrant.


Forward Looking Statements

This new release contains forward-looking statements which reflect Alpetro's
current expectations regarding future events. The forward-looking statements
involve risks and uncertainties. Actual results could differ materially from
those projected herein. Alpetro disclaims any obligation to update these
forward-looking statements.

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