Pacific Rubiales Energy Corp. Announces Launch of Consent Solicitation Relating to its 8.750% Senior Notes Due 2016

Jun 30, 2010, 14:59 ET from Pacific Rubiales Energy Corp.

TORONTO, June 30 /PRNewswire/ -- PACIFIC RUBIALES ENERGY CORP. (the "Company") today announced the commencement of a consent solicitation (the "Consent Solicitation") with respect to an amendment to the indenture governing the Company's outstanding 8.750% senior notes due 2016 (the "Notes") pursuant to the Company's Consent Solicitation Statement, dated as of June 30, 2010, that is being sent to holders of the Notes (the "Consent Solicitation Statement"). Pursuant to the Consent Solicitation, the Company is soliciting consents to amend the indenture relating to the Notes to provide the Company with needed flexibility to invest in minority equity investments in joint venture entities that are engaged in any business that is related, ancillary or complementary to the business of the Company, and to provide guarantees of the indebtedness of such entities. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms on the Consent Solicitation Statement.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 14, 2010, unless extended (such date, as it may be extended, the "Expiration Date").

On the terms and subject to the conditions set forth in the Consent Solicitation Statement, if the Company receives the Requisite Consents, the other conditions specified in the Consent Solicitation Statement are satisfied or waived and the Indenture Supplements that contain the Proposed Amendments is executed and delivered, the Company will pay, promptly following the Expiration Date, to each Noteholder who has validly delivered (and has not validly revoked) a Consent on or prior to the Expiration Date, U.S.$2.50 for each U.S.$1,000 in principal amount of the Notes with respect to which a Consent has been delivered.

This press release is not a solicitation of Consents with respect to the Notes. The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement.

Noteholders are urged to read the Consent Solicitation Statement and accompanying documents carefully. Copies of the Consent Solicitation Statement and related Consent Form may be obtained from Global Bondholder Services Corporation at (866) 873-6300 (toll free) or at (212) 430-3774 (call collect).

BofA Merrill Lynch is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (call collect) Attn: Liability Management Group.

About the Company

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 of approximately at 56,700 barrels of oil equivalent per day, after royalties, with working interests in 38 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.

Forward-Looking Statement

Certain statements contained in this press release, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company and/or its consolidated subsidiaries, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that could cause actual results to differ materially include changes in the regulatory framework of the oil and gas industry in Colombia, the Company's ability to implement proposed capital expenditures (including the Company's ability to arrange financing where required), the nature and extent of future competition in the Company's principal markets and political, economic and demographic developments in Colombia.  The foregoing list of risks and uncertainties, however, is not intended to be exhaustive.  Noteholders are cautioned not to place undue reliance on such forward-looking statements.  The Company disclaims any obligation to announce publicly the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.  Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. 

THE NOTES HAVE NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS, AND THE NOTES MAY NOT BE OFFERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT (1) TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBs"), (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULES 144 UNDER THE SECURITIES ACT (IF AVAILABLE).

THE CONSENT SOLICITATION STATEMENT MAY NOT BE DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OR, U.S. PERSONS, EXCEPT TO (1) QIBs OR (2) DEALERS OR OTHER PROFESSIONAL FIDUCIARIES ORGANIZED, INCORPORATED OR (IF AN INDIVIDUAL) RESIDENT IN THE UNITED STATES HOLDING DISCRETIONARY ACCOUNTS OR SIMILAR ACCOUNTS (OTHER THAN AN ESTATE OR TRUST) FOR THE BENEFIT OR ACCOUNT OF NON-U.S. PERSONS.

THE CONSENT SOLICITATION IS NOT BEING MADE TO NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OF THE CONSENT SOLICITATION OR THE ACCEPTANCE OF THE CONSENTS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

SOURCE Pacific Rubiales Energy Corp.