Pacific Rubiales to Provide Incentive for Early Exercise of Warrants

TORONTO, Oct. 28 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE) is pleased to announce its proposal in connection with its publicly-traded common share purchase warrants (the "Warrants") to offer a cash payment of C$1.50 per Warrant as an incentive for holders of the Warrants to exercise their Warrants during a 30-day early exercise period (the "Early Exercise Period") expected to commence on or about December 14, 2009 and end on or about January 13, 2010.

If all Warrants are exercised during the Early Exercise Period:

    
    -   Pacific Rubiales will receive gross proceeds of approximately
        C$345.6 million on or before January 13, 2010 (the "Early Exercise
        Expiry Date");

    -   Pacific Rubiales will issue approximately 44.3 million common shares;
        and

    -   Pacific Rubiales will pay an aggregate cash incentive of
        approximately C$66.5 million as an incentive for the early exercise
        of the Warrants.
    

The proceeds of the early exercise of the Warrants will assist the company with its planned capital needs and simplify the company's capital structure. The proceeds of the early exercise of the Warrants are intended to be used by Pacific Rubiales to fund a portion of its 2010 capital expenditure budget, and for general corporate purposes, including future growth opportunities and for potential repayment of outstanding debt.

The details of the Warrants are set out in the table below. The Warrants will continue to trade on the Toronto Stock Exchange (the "TSX") during the Early Exercise Period.

    
                                           Exercise Basis     Exercise Price
        Stock Symbols     Expiry Date        per Warrant       per Warrant
        -------------     -----------      ---------------    ---------------
        TSX: PRE.WT      July 12, 2012     One Common Share       C$7.80
                                                 (1:1)
    

Pacific Rubiales is proposing to amend the terms of the Warrants such that holders of the Warrants would be entitled to receive the common shares issuable upon the exercise of the Warrants plus a cash incentive payment (as set forth in the table below) provided such holders exercise their Warrants during the Early Exercise Period.

    
                     Illustrative Early Exercise of 100
                                   Warrants
                     -----------------------------------
                                 What is
                     Warrants    Paid on      What is
                      Owned      Exercise     Received
                     -----------------------------------
                                  C$780
                                 (C$7.80      100 common
                                   per        shares plus
                     100          Warrant)      C$150 (1)

    -------------
    (1) 100 Common Shares for the exercise of 100 Warrants, plus C$1.50 per
    Warrant paid to induce exercise
    

If at least 66 2/3% of the Warrants are exercised during the Early Exercise Period, each unexercised Warrant will be automatically exchanged, without any further action on the part of the warrantholder (including payment of the exercise price thereof or any other additional consideration) for a cash payment of $0.75 per Warrant plus a fraction of a common share per Warrant equal to: (A) the volume weighted average trading price of the company's common shares for the five trading days immediately prior to the Early Exercise Expiry Date (the "Market Price"), less (B) C$7.80 being the exercise price of each Warrant, divided by (C) the Market Price.

The transaction is subject to the receipt of all required regulatory approvals and consents, including approval by disinterested shareholders and warrantholders. The Board of Directors has received fairness opinions from GMP Securities L.P. (with respect to the shareholders) and RBC Capital Markets (with respect to the warrantholders), and has determined that this transaction is fair to warrantholders and shareholders. The required shareholder approval will be sought at the special meeting of shareholders of Pacific Rubiales to be held on December 14, 2009 with a record date of November 16, 2009. The required warrantholder approval will be sought at a meeting of warrantholders to be held on December 14, 2009 with a record date of November 16, 2009. Pacific Rubiales expects to mail a management information circular to its shareholders and its warrantholders, respectively, on or about November 20, 2009. The amendment of the Warrants requires approval by holders of 66 2/3% of the Warrants voting in person or by proxy at the meeting of warrantholders and the approval by a simple majority of disinterested holders of the Warrants. The transaction requires approval of a simple majority of the votes cast by disinterested shareholders at the meeting of shareholders.

GMP Securities L.P. and RBC Capital Markets are acting as financial advisors to Pacific Rubiales.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States of to U.S. Persons unless regiatered under the U.S. Securities Act and applicable state securities law or an exemption from such registration is available.

About Pacific Rubiales

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 Rubiales and Piriri oil fields 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 41,000 of oil equivalent per day (after royalties), with working interests in 32 blocks in Colombia and Peru.

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 Regarding 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 the proposed warrant transaction and in respect of 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: an inability to successfully complete the proposed warrant transaction, 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.

%SEDAR: 00007953E

SOURCE Pacific Rubiales Energy Corp.

For further information: For further information: Mr. Ronald Pantin, Chief Executive Officer and Director; or Mr. Jose Francisco Arata, President and Director, (416) 362-7735; Or Ms. Belinda Labatte, (647) 428-7035

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Pacific Rubiales Energy Corp.

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