Pacific Rubiales closes Petrominerales acquisition

Pacific Rubiales closes Petrominerales acquisition

PR Newswire

TORONTO, Nov. 28, 2013 /PRNewswire/ – Pacific Rubiales Energy Corp. (TSX: PRE)
(BVC: PREC) (BOVESPA: PREB) is pleased to announce that today it closed
the acquisition of Petrominerales Ltd. (TSX: PMG) (BVC: PMGC) (“Petrominerales“) by way of a plan of arrangement (the “Arrangement“).

With the completion of the Arrangement, Pacific Rubiales has acquired
all of the issued and outstanding shares of Petrominerales.
Petrominerales shareholders will receive Cdn.$11.00 cash for each
Petrominerales common share held, plus one common share of a newly
formed exploration and production company (“ResourceCo” as referred to in our news release of October 15, 2013, and from now
on referred to as “Alvopetro“).

Ronald Pantin, Chief Executive Officer of the Company, commented:

“We are pleased to announce the closing of the acquisition of
Petrominerales. This acquisition is an excellent fit with our strategy
of integrating light oil with our heavy oil business to secure
additional components of the value chain, provide immediate capture of
additional value through asset synergies, grow production, reserves and
cash flow at attractive metrics, and provide significant exploration
upside. The Petrominerales light oil and pipeline assets in Colombia
provide a strategic hedge for our future supply, cost and security of
diluent volumes and pipeline transportation, based on our expectation
of the Company’s growing heavy oil production.

“As previously disclosed, the Company expects to close the sale of its
5% equity ownership and transportation rights in the OCENSA pipeline
for significant cash value, while retaining a long term agreement for
transportation of the Company’s oil production in this strategic
pipeline.

“The acquisition of Petrominerales also includes the Rio Ariari
exploration block, which covers an area of 760 thousand acres in the
southern Llanos Basin. This large block is part of the same heavy oil
belt that includes the Rubiales, Quifa and CPE-6 blocks and is located
approximately 80 and 200 kilometers southwest of CPE-6 and
Rubiales/Quifa fields respectively. To date, Petrominerales has drilled
30 wells on this block, resulting in multiple discoveries testing oil
with 9 – 10° API gravity. The Rio Ariari block is strategic to the
Company’s core expertise in heavy oil development in Colombia. The
Company expects to include the newly acquired Petrominerales blocks in
its year-end reserve and resource reports.

“Overall, the Petrominerales acquisition adds production and reserves at
attractive and accretive metrics, assets whose value can be increased
through accelerated activity, transportation and marketing synergies,
and exploration upside. This not only strengthens our focus in Colombia
and Peru, but also builds on our proven track record of extracting
value by growing production and generating cash flow as we build for
the long term benefit of our shareholders and employees, the leading
E&P company focused in Latin America.”

The closing of the Arrangement triggers a change of control event under
the loan agreements with respect to Petrominerales’ 2010 and 2012
convertible debentures. As such, the Company is expected to send out a
change of control offer to all bondholders enabling them to elect to
cash out the convertible debentures. The Company intends to send the
change of control offers on or about November 29, 2013.

Pacific Rubiales’ address is 333 Bay Street, Suite 1100, Toronto,
Ontario
, M5H 2R2. To obtain a copy of the report filed with the
Canadian securities regulatory authorities relating to the Arrangement,
please contact the Company’s Deputy General Counsel, Special Projects,
Melissa Krishna at (416) 362-7735 x 222. Prior to the Arrangement,
Pacific Rubiales did not hold any shares in the capital of
Petrominerales.

Pacific Rubiales, a Canadian company and producer of natural gas and
crude oil, owns 100% of Meta Petroleum Corp., which operates the
Rubiales, Piriri and Quifa heavy oil fields in the Llanos Basin, and
100% of Pacific Stratus Energy Colombia Corp., which operates the La
Creciente natural gas field in the northwestern area of Colombia.
Pacific Rubiales has also acquired 100% of Petrominerales Ltd, which
owns light and heavy oil assets in Colombia and oil and gas assets in
Peru, 100% of PetroMagdalena Energy Corp., which owns light oil assets
in Colombia, and 100% of C&C Energia Ltd., which owns light oil assets
in the Llanos Basin. In addition, the Company has a diversified
portfolio of assets beyond Colombia, which includes producing and
exploration assets in Peru, Guatemala, Brazil, Guyana and Papua New
Guinea
.

The Company’s common shares trade on the Toronto Stock Exchange and La
Bolsa de Valores de Colombia and as Brazilian Depositary Receipts on
Brazil’s Bolsa de Valores Mercadorias e Futuros under the ticker
symbols PRE, PREC, and PREB, respectively.

Advisories

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements. All statements,
other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding estimates and/or assumptions in
respect of production, revenue, cash flow and costs, reserve and
resource estimates, potential resources and reserves and the Company’s
exploration and development plans and objectives) are forward-looking
statements. These forward-looking statements reflect the current
expectations or beliefs of the Company based on information currently
available to the Company. Forward-looking statements are subject to a
number of risks and uncertainties that may cause the actual results of
the Company to differ materially from those discussed in the
forward-looking statements, and even if such actual results are
realized or substantially realized, there can be no assurance that they
will have the expected consequences to, or effects on, the Company.
Factors that could cause actual results or events to differ materially
from current expectations include, among other things: uncertainty of
estimates of capital and operating costs, production estimates and
estimated economic return; the possibility that actual circumstances
will differ from the estimates and assumptions; failure to establish
estimated resources or reserves; fluctuations in petroleum prices and
currency exchange rates; inflation; changes in equity markets;
political developments in Colombia, Peru, Guatemala, Brazil, Papua New
Guinea
or Guyana; changes to regulations affecting the Company’s
activities; uncertainties relating to the availability and costs of
financing needed in the future; the uncertainties involved in
interpreting drilling results and other geological data; the impact of
environmental, aboriginal or other claims and the delays such claims
may cause in the expected development plans of the Company and the
other risks disclosed under the heading “Risk Factors” and elsewhere in
the Company’s annual information form dated March 13, 2013 filed on
SEDAR at www.sedar.com. Any forward-looking statement speaks only as of the date on which it
is made and, except as may be required by applicable securities laws,
the company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise. Although the Company believes
that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein.

In addition, reported production levels may not be reflective of
sustainable production rates and future production rates may differ
materially from the production rates reflected in this press release
due to, among other factors, difficulties or interruptions encountered
during the production of hydrocarbons.

Translation

This news release was prepared in the English language and subsequently
translated into Spanish and Portuguese. In the case of any differences
between the English version and its translated counterparts, the
English document should be treated as the governing version.

SOURCE Pacific Rubiales Energy Corp.

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