TORONTO,
July 23, 2012 /PRNewswire/ -
PetroMagdalena Energy Corp. (TSX-V: PMD) is pleased to
announce that holders of PetroMagdalena common shares and common
share purchase warrants (collectively, "Securityholders")
have approved the previously announced Plan of Arrangement
involving PetroMagdalena, the Securityholders and 0942183 B.C.
Ltd., a wholly owned subsidiary of Pacific Rubiales Energy Corp.
(TSX: PRE) (BVC: PREC) (BOVESPA: PREB).
At the special meeting of Securityholders held
today, approximately 95.87% of all Securityholders, present in
person or represented by proxy and voting as a single class, voted
in favor of the Plan of Arrangement. Approximately 93.37% of
"minority" holders of common shares also voted in favour of the
Plan of Arrangement.
The hearing in respect of the final order of the
Supreme Court of British Columbia
approving the Plan of Arrangement is scheduled for Tuesday, July 24, 2012. Under the Plan of
Arrangement, (i) each former holder of common shares will receive
C$1.60 in cash for each common share
held immediately prior to the Plan of Arrangement becoming
effective, and (ii) each former holder of common share purchase
warrants will receive C$0.25 in cash
for each common share purchase warrant held immediately prior to
the Plan of Arrangement becoming effective. Further details
regarding the Plan of Arrangement are set out in PetroMagdalena's
notice of special meeting of Securityholders and Information
Circular dated June 21, 2012, a copy
of which is available at www.sedar.com under PetroMagdalena's
profile and on PetroMagdalena's website www.petromagdalena.com.
Assuming all conditions of the Plan of
Arrangement are satisfied or waived, PetroMagdalena expects the
Plan of Arrangement to become effective on or about July 27, 2012. If the Plan of Arrangement is
effected on July 27, 2012, the common
shares and common share purchase warrants will be delisted from the
TSX Venture Exchange at the close of business on July 30, 2012.
About PetroMagdalena Energy Corp.
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.
Forward-Looking Statement
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 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.