TORONTO,
July 27, 2012 /PRNewswire/ -
PetroMagdalena Energy Corp. (TSX-V: PMD) is pleased
to announce that the Plan of Arrangement involving PetroMagdalena,
holders of common shares (the "Shares") and common share
purchase warrants (the "Warrants") of PetroMagdalena
(collectively, the "Securityholders") and 0942183 B.C. Ltd.,
a wholly owned subsidiary of Pacific Rubiales Energy Corp.
("Pacific Rubiales") (TSX: PRE; BVC: PREC; BOVESPA:
PREB) has become effective such that Pacific Rubiales now
indirectly owns 100% of the outstanding Shares.
Under the Plan of Arrangement, (i) each former
holder of Shares is entitled to receive C$1.60 in cash for each Share held immediately
prior to July 27, 2012, and (ii) each
former holder of Warrants is entitled to receive C$0.25 in cash for each Warrant held immediately
prior to July 27, 2012. The
Shares and Warrants will be delisted from the TSX Venture Exchange
as of the close of trading on July 30,
2012. To receive the cash consideration for Shares
and/or Warrants, former Securityholders must follow the
instructions set out in PetroMagdalena's notice of special meeting
of Securityholders and Information Circular dated June 21, 2012, a copy of which is available at
www.sedar.com under PetroMagdalena's profile and on
PetroMagdalena's website www.petromagdalena.com.
As a result of Pacific Rubiales indirectly
acquiring all of the Shares (other than Shares already owned by it
or its affiliates), PetroMagdalena is entitled under the terms of
its 9.0% Senior A Notes (the "Notes") to redeem the Notes at
110% of the principal amount thereof plus accrued and unpaid
interest up to but not including the date of redemption.
Accordingly, PetroMagdalena has provided notice (the "Redemption
Notice") that all of the Notes shall be so redeemed on
August 27, 2012 (the "Redemption
Date"). Holders of the Notes should review the Redemption
Notice, which is available on PetroMagdalena's website
www.petromagdalena.com for further details. The aggregate cost of
such redemption will be approximately C$23
million. It is anticipated that the Notes will be
delisted from the TSX Venture Exchange as of the close of business
on the Redemption Date. PetroMagdalena will also apply under
Canadian securities laws to cease to be a reporting issuer with
effect immediately following the Redemption Date.
The directors of PetroMagdalena have, in
accordance with the Plan of Arrangement, been replaced by
Miguel Rodriguez, Hernan Martinez and Peter Volk (who will also act as Interim Chief
Executive Officer).
About PetroMagdalena Energy Corp.
PetroMagdalena is a Canadian-based oil and gas
exploration and production company, with working interests in 19
properties in five basins in Colombia. Further information can be obtained
by visiting our website at www.petromagdalena.com.
Forward-Looking Statement
Certain information contained in this news
release, including any information relating to the transaction (the
"Transaction") and or future financial or operating
performance of PetroMagdalena may be deemed "forward-looking".
These statements relate to future events or future performance and
reflect PetroMagdalena's expectations regarding the Transaction,
and the future growth, results of operations, business prospects
and opportunities of PetroMagdalena, Pacific Rubiales and the
combined company. These forward-looking statements also reflect
PetroMagdalena's current internal projections, expectations or
beliefs and are based on information currently available to each
party, respectively. These forward-looking statements are subject
to a variety of risks and uncertainties that are identified and
disclosed in the Annual Information Form of PetroMagdalena for the
year ended December 31, 2011. In some
cases forward-looking information can be identified by terminology
such as "may", "will", "should", "expect", "intend", "plan",
"anticipate", "believe", "estimate", "projects", "potential",
"scheduled", "forecast", "budget" or the negative of those terms or
other comparable terminology. Although PetroMagdalena believes that
the forward-looking information contained in this news release is
based on reasonable assumptions, readers cannot be assured that
actual results will be consistent with such statements.
Accordingly, readers are cautioned against placing undue reliance
on forward-looking information. PetroMagdalena expressly disclaims
any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise, except in accordance with applicable securities
laws.
Neither 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 news release.
SOURCE PetroMagdalena Energy Corp.