Pacific Rubiales Announces Final Results of its Senior Note Exchange Offer

USA - English

• Latin America - español
• Brazil - Português

TORONTO, Jan. 4, 2012 /PRNewswire/ -- Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC) announced today the final results of the exchange offer that commenced on December 5, 2011 and ended on January 3, 2012 whereby it offered to exchange any and all of its U.S.$450 million 8.750% senior notes due 2016 (CUSIP Nos. 69480U AB3 (Rule 144A) and C71058 AA6 (Reg. S) and ISIN Nos. US69480UAB35 (Rule 144A) and USC 71058AA68 (Reg. S)) (the "Existing Notes") for newly issued U.S. dollar-denominated 7.25% Senior Notes due 2021 (the "New Notes").

The exchange offer resulted in U.S.$358,489,000 aggregate principal amount of Existing Notes being validly tendered and accepted for New Notes. This represents approximately 80% of the total outstanding Existing Notes.

Ronald Pantin, the Company's Chief Executive Officer commented: "We are very pleased with the success of the exchange offer and with the strong support shown by the Company's senior debt holders. As a result of the restructuring of the Company's long term debt, we are now in a better position to implement our business strategy."

In conjunction with the exchange offer, the Company also solicited consents to proposed amendments to the indenture governing the Existing Notes. The proposed amendments were adopted on December 20, 2011 as a result of the requisite consents being obtained from a majority of the aggregate principal amount of Existing Notes.

Eligible holders who tendered their Existing Notes received, in exchange for each US$1,000 of principal amount of Existing Notes exchanged, an aggregate principal amount of New Notes equal to US$1,150.

The New Notes are direct, unsecured, senior obligations and rank pari passu without preference among themselves. The New Notes bear interest at an annual rate of 7.25% on the outstanding principal amount, payable semi-annually in arrears on June 12 and December 12 of each year, commencing on June 12, 2012. The New Notes will mature on December 12, 2021.

None of the exchange offer, the consent solicitation or the New Notes were registered, and will not be registered, under the Securities Act, or under the securities laws of any other jurisdiction. The New Notes were not offered within the United States or to, or for the account or benefit of, U.S. persons, except to eligible holders in compliance with section 4(2) or Regulation S under the Securities Act, as applicable. In Canada, only accredited investors (as defined under applicable securities laws) were able to participate in the exchange offer and consent solicitation, or in the offering of the New Notes. None of the exchange offer, the consent solicitation or the New Notes, were offered to undetermined Colombian residents or to more than a 100 determined Colombian residents.

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, and 100 percent of Pacific Stratus Energy Corp. which operates the La Creciente natural gas field. 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 working interests in 46 blocks in Colombia, Peru and Guatemala.

The Company's Shares trade on the Toronto Stock Exchange and La Bolsa de Valores de Colombia under the ticker symbols PRE and PREC, respectively.

Cautionary Note Concerning Forward-Looking Information

This news release contains forward-looking information. All information, 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) is forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is 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, Guatemala 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 March 10, 2011 on SEDAR at www.sedar.com. Any forward-looking information 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 information, 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 information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

For further information:

Mr. Christopher (Chris) LeGallais
Sr. Vice President, Investor Relations
(647) 295-3700

Ms. Carolina Escobar V
Manager, Investor Relations
(571) 628-3970

SOURCE Pacific Rubiales Energy Corp.