TORONTO, July 27, 2012 /CNW/ - 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Arrangement, been replaced by Miguel Rodriguez, Hernan Martinez and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.
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
SOURCE: PetroMagdalena Energy Corp.
For further information:
Investor Relations Representative