TORONTO, Jan. 12 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC) announced today that greater than 66 2/3% of its publicly-traded warrants outstanding as of December 14, 2009 have now been exercised pursuant to the previously announced early exercise transaction, thereby ensuring that the company will be able to complete the subsequent squeeze out transaction for any warrants not exercised during the Early Exercise Period. The company also announced that, despite having reached the required threshold number of warrant exercises, it will extend the Early Exercise Period from January 13, 2010 to January 20, 2010 in order to provide warrantholders with sufficient time to comply with the procedural aspects of the early exercise. Accordingly, the period for the early exercise of the company's publicly-traded warrants, which commenced at 9:00 a.m. (Eastern time) on Tuesday, December 15, 2009, will now expire at 5:00 p.m. (Eastern time) on Wednesday, January 20, 2010 (the "Early Exercise Period"). The company does not anticipate providing any further extensions of the Early Exercise Period beyond January 20, 2010.
Registered holders of warrants are encouraged to exercise their warrants in accordance with the procedures set forth in the notice to warrantholders (the "Warrantholder Notice") that was previously sent to registered warrantholders, in the form attached as Exhibit I to Schedule "A" of the management information circular for the Extraordinary Meeting of warrantholders dated November 16, 2009 (the "Circular"), as soon as possible and, in any event, prior to 5:00 p.m. (Eastern time) on Wednesday, January 20, 2010 in order to acquire one common share of the company per warrant at the exercise price of $6.30 rather than $7.80 (except in limited circumstances applicable to U.S. warrantholders as set out in the Warrantholder Notice and the Circular).
Non-registered holders of warrants, whose warrants are registered in the name of a brokerage firm, bank or trust company or other intermediary, should contact their intermediaries for instructions on how to exercise their warrants.
More information regarding the procedure for exercise of the warrants during the Early Exercise Period and the automatic exchange of warrants upon expiry of the Early Exercise Period is contained in the Warrantholder Notice and the Circular.
The common shares to be issued pursuant to the exercise or exchange of the Warrants, as the case may be, have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption therefrom is available. A U.S. Warrantholder may not exercise Warrants during the Early Exercise Period or otherwise, or exchange warrants pursuant to the Warrant Exchange, unless such Person provides to the Company either (i) a written certification that the holder is an "Institutional Accredited Investor" (an "Accredited Investor", as defined in Rule 501(a) of Regulation D under the U.S. Securities Act, that satisfies the requirements of Rule 501(a)(1), (2), (3) or (7)) and delivers the subscription form and representation letter as required under section 3.7 of the Warrant Indenture (the "U.S. Certification") to the Company by January 20, 2010 in order for such U.S. Warrantholder to exercise its Warrants and receive common shares or must deliver the representation letter required by the Warrant Indenture by January 20, 2010 to have its warrants exchanged for the Exchange Payment and Exchange Shares, or (ii) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company to the effect that an exception from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the common shares issuable on exercise or exchange of the warrants. Any U.S. Warrantholder who does not comply with such requirements will not be permitted to exercise or exchange their warrants and receive common shares or receive the Exchange Payments and Exchange Shares, respectively, and their warrants will remain outstanding following the completion of the transactions.
No warrants owned by a warrantholder (A) who is in the United States, or (B) who is a U.S. Person (as defined in Regulation S promulgated under the United States Securities Act or 1933, as amended) or who holds a warrant for the account or benefit of a U.S. Person or a person in the United States may be exercised through the Clearing and Depository Services Inc. ("CDS") and no common shares will be exchanged for warrants beneficially owned by such persons in CDS. All warrants owned by such warrantholders must be immediately withdrawn from CDS.
GMP Securities L.P. and RBC Dominion Securities Inc. are acting as financial advisors to the Company with respect to the transaction.
Pacific Rubiales, a Canadian-based company and producer of natural gas and heavy crude oil, owns 100 percent of Meta Petroleum Corp., a Colombian oil operator which operates the Quifa Block in the Llanos Basin in association with Ecopetrol S.A., the Colombian national oil company. The company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia as well as in other areas in Colombia and northern Peru. Pacific Rubiales has a current net production of over 50,000 barrels of oil equivalent per day (after royalties), with working interests in 32 blocks in Colombia and Peru.
Information in this press release expressed in barrels of oil equivalent (boes) is derived by converting natural gas to oil in the ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
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 or Peru; 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; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the company's annual information form dated April 1, 2009 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.
SOURCE Pacific Rubiales Energy Corp.
For further information: For further information: Mr. Ronald Pantin, Chief Executive Officer and Director, Mr. Jose Francisco Arata, President and Director, (416) 362-7735; Ms. Belinda Labatte, (647) 428-7035