Pacific Rubiales closes Petrominerales acquisition

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.