TORONTO,
June 25, 2012 /PRNewswire/ -
PetroMagdalena Energy Corp. (TSX-V: PMD) today announced that it
has obtained an interim order of the Supreme Court of British Columbia authorizing the holding of
the Company's special meeting of holders of common shares and
holders of common share purchase warrants.
At the meeting, shareholders and warrantholders
of the Company will be asked to consider and, if thought advisable,
approve a special resolution approving a plan of arrangement (the
"Arrangement") involving PetroMagdalena, the shareholders,
warrantholders and 0942183 B.C. Ltd., a wholly owned subsidiary of
Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC; BOVESPA: PREB)
to be carried out pursuant to the arrangement agreement previously
executed and announced by the Company on June 5, 2012.
The board of directors of PetroMagdalena
recommends that the holders of shares and warrants of the Company
vote FOR the special resolution approving the Arrangement.
The meeting will be held at the Trump
International Hotel and Tower, at 325 Bay Street, Toronto, Ontario, Canada on July 23, 2012 at 2:00
p.m. (Toronto time).
Meeting materials, including a Notice of Special Meeting and
Management Information Circular, are to be mailed the week of
June 25, 2012 to share and warrant
holders of record as at the close of business on June 18, 2012. For online users, the
meeting materials have been filed electronically and are currently
available under PetroMagdalena's profile on SEDAR at www.sedar.com
as well as on the Company's website at www.petromagdalena.com.
The Arrangement is subject to, among other
things, the affirmative vote of at least 66⅔% of the votes cast by
the holders of the Company's shares and warrants, voting as a
single class, present in person or represented by proxy at the
meeting and at least a majority of the votes cast by the Company's
shareholders present in person or represented by proxy at the
meeting, excluding votes cast by those persons whose votes must be
excluded pursuant to applicable Canadian securities laws.
Following approval of the Arrangement at the
meeting, PetroMagdalena will, on July 24,
2012, return to court to seek a final order to implement the
Arrangement. The closing of the Arrangement is subject to the
satisfaction of certain customary closing conditions. Assuming that
these conditions are satisfied, PetroMagdalena expects that the
closing of the Arrangement will be completed on July 27, 2012.
PetroMagdalena has retained Kingsdale
Shareholders Services Inc. to assist in securing the return of
completed proxies and to solicit proxies in favour of the
resolution approving the Arrangement. If you have any questions,
please contact Kingsdale by email at
contactus@kingsdaleshareholder.com or by telephone at
1-888-518-1557 1-416-867-2272 outside of North America (collect calls accepted).
PetroMagdalea is a Canadian-based oil and gas
exploration and production company, with working interests in 19
properties in five basins in Colombia. Further information can be obtained
by visiting our website at
www.petromagdalena.com.
Certain information contained in this news
release, including any information relating to the proposed
transaction (the "Transaction") and or future financial or
operating performance of PetroMagdalena may be deemed
"forward-looking". These statements relate to future events or
future performance and reflect PetroMagdalena's expectations
regarding the Transaction, and the future growth, results of
operations, business prospects and opportunities of PetroMagdalena,
Pacific Rubiales and the combined company. These forward-looking
statements also reflect PetroMagdalena's current internal
projections, expectations or beliefs and are based on information
currently available to each party, respectively. These
forward-looking statements are subject to a variety of risks and
uncertainties that are identified and disclosed in the Annual
Information Form of PetroMagdalena for the year ended December 31, 2011. In some cases forward-looking
information can be identified by terminology such as "may", "will",
"should", "expect", "intend", "plan", "anticipate", "believe",
"estimate", "projects", "potential", "scheduled", "forecast",
"budget" or the negative of those terms or other comparable
terminology. Assumptions upon which such forward looking
information regarding completion of the Transaction is based
include that each party will be able to satisfy the conditions to
the Transaction, that the required approvals will be obtained from
the holders of common shares and warrants of PetroMagdalena, that
all third party regulatory and governmental approvals to the
Transaction will be obtained and all other conditions to completion
of the Transaction will be satisfied or waived. Although
PetroMagdalena believes that the forward-looking information
contained in this news release is based on reasonable assumptions,
readers cannot be assured that actual results will be consistent
with such statements. Accordingly, readers are cautioned against
placing undue reliance on forward-looking information.
PetroMagdalena expressly disclaims any intention or obligation to
update or revise any forward-looking information, whether as a
result of new information, events or otherwise, except in
accordance with applicable securities laws.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
SOURCE PetroMagdalena Energy Corp.