PetroMagdalena Securityholders Approve Plan of Arrangement with Pacific Rubiales Energy Corp.
20 7월 2012 - 11:08PM
PR Newswire (Canada)
TORONTO, July 23, 2012 /CNW/ - PetroMagdalena Energy Corp. 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. (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.
PetroMagdalena Energy Corp. CONTACT: Melissa KrishnaDeputy General
Counsel and Secretary(416) 360-7915
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