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C&C Energia Ltd. Announces Acquisition by Pacific Rubiales

C&C Energia Ltd. Announces Acquisition by Pacific Rubiales Energy
Corp. & Creation of A New Colombia Focused Junior Exploration Company 
CALGARY, ALBERTA -- (Marketwire) -- 11/19/12 -- C&C Energia Ltd.
("C&C Energia" or the "Corporation") (TSX:CZE) is pleased to announce
that it has entered into an agreement with Pacific Rubiales Energy
Corp. ("Pacific Rubiales") (TSX:PRE)(BVC:PREC)(BOVESPA:PREB) under
which Pacific Rubiales will acquire all of the issued and outstanding
shares of C&C Energia by way of a plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement Agreement").
Under the terms of the Arrangement Agreement, each common share of
C&C Energia will be exchanged for 0.3528 common shares of Pacific
Rubiales, cash consideration of $0.001 and one common share of a new
Colombia focused junior exploration company ("Newco") based in
Calgary, Alberta (the "Proposed Arrangement"). Additionally, Pacific
Rubiales will acquire a 5% shareholding interest in Newco in the
Proposed Arrangement. 
In connection with the Proposed Arrangement, C&C Energia will
transfer to Newco its Colombian exploration assets in the Putumayo
and Middle Magdalena Basins and approximately US$80 million in cash,
subject to working capital adjustments. The exploration assets
comprise C&C Energia's participating interests in the Coati,
Andaquies, Putumayo-8 and Morpho blocks. Newco will have a
prospective acreage position with several drill-ready prospects in
2013, a well-funded balance sheet combined with an experienced
exploration and management team. 
Based on the closing price of Pacific Rubiales' shares on the Toronto
Stock Exchange ("TSX") on November 16, 2012, the value of the portion
of a Pacific Rubiales share to be received by each C&C Energia
shareholder is approximately C$7.81. In addition, as described in
more detail below, management of C&C Energia estimates the net asset
value of each share of Newco to be approximately C$2.00. The combined
consideration of approximately C$9.81 represents an approximately 52%
premium to C&C Energia's twenty-day, volume-weighted average trading
price of approximately C$6.47.  
C&C Energia's management views the Proposed Arrangement as beneficial
for C&C Energia and its shareholders. "This transaction not only
crystalizes the
 value of the producing assets that we have developed
over the last five years at very attractive metrics, but also retains
our shareholders' exposure to some exciting high potential
exploration opportunities" said Randy McLeod, President and CEO of
C&C Energia. "We plan to move forward with our existing drilling
plans for 2013 and the new company's balance sheet remains strong
enough to be opportunistic in capturing additional exploration and
production assets. In addition, C&C Energia's shareholders, through
their ownership in Pacific Rubiales, will have access to a larger
exploration and production portfolio and increased share liquidity." 
The board of directors of C&C Energia has approved the transaction,
after consultation with its financial and legal advisors, and has
determined that the transaction is fair to C&C Energia's shareholders
and is in the best interests of C&C Energia and its shareholders.
Directors, executive officers and certain shareholders of C&C Energia
who collectively hold approximately 42.7% of the common shares of C&C
Energia on a fully diluted basis have entered into support agreements
under which they have agreed to retain their shares of C&C Energia
and to vote in favor of the Arrangement at the shareholder meeting.
The C&C Energia board of directors recommends that C&C Energia
shareholders vote in favor of the Proposed Arrangement. C&C Energia's
financial advisor, FirstEnergy Capital Corp., has provided an opinion
to the Board of Directors of C&C Energia, that the consideration to
be received by C&C shareholders under the Proposed Arrangement is
fair, from a financial point of view, to C&C shareholders. A copy of
the opinion will be included in the information circular to be sent
to C&C shareholders for the special meeting to be called to consider
the Proposed Arrangement. Legal counsel for C&C Energia in Canada has
been provided by Blake, Cassels & Graydon LLP and in Colombia by
Posse Herrera & Ruiz. Pacific Rubiales' financial advisor is GMP
Securities L.P.; its legal advisor is Norton Rose Canada LLP in
Canada and Colombia.  
The Arrangement Agreement contemplates, that under certain
circumstances, a dual non-completion fee of C$15 million by the
non-completing party. The Arrangement Agreement also provides for
customary non-solicitation covenants, subject to customary "fiduciary
out" provisions, entitling C&C Energia to consider and accept a
superior proposal and a right in favor of Pacific Rubiales to match
any superior proposal. 
The closing of the Proposed Arrangement is subject to the receipt of
certain approvals by Pacific Rubiales and C&C Energia. These
approvals include: all stock exchange and other regulatory approvals,
receipt of the requisite shareholder and court approval for C&C
Energia, no material adverse change having occurred in C&C Energia or
Pacific Rubiales and a number of other matters customary in
transactions of this nature. Full details of the transaction will be
included in an information circular to be mailed to C&C Energia
shareholders in accordance with applicable securities laws. The
transaction is expected to close early in 2013. 
The Proposed Arrangement 


 
Management estimates that the value of the consideration to be received by  
 C&C Energia shareholders will be:                                          
                                                     Estimates              
                                                     -----------------------
       1.0 common share of Newco                     C$2.00/share           
       0.3528 common shares of Pacific Rubiales      C$7.81/share(1)        
                                                     -----------------------
                                                                            
       Estimated Value                               C$9.81/share           
                                                     -----------------------
                                                     -----------------------
                                                                            
(1)Based on the closing price of Pacific Rubiales' shares on the TSX on     
 November 16, 2012.                                                         
 

 
Estimated Newco Net Asset Value January 2013:                               
                                                     Estimates              
                                                     -----------------------
       Cash(1)                                       C$80 million           
       Estimated Undeveloped Land Value(2)           C$55 million           
                                                     -----------------------
                                                                            
       Estimated Net Asset Value                     C$135 million          
                                                     -----------------------
                                                     -----------------------
       Basic shares(3)                               68 million             
                                                     -----------------------
                                                     -----------------------
       
                                                                     
       Estimated Net Asset Value per share           C$2.00/share           
                                                     -----------------------
                                                     -----------------------
                                                                            
(1)    Assumes US$80 million cash transferred from existing C&C cash        
       balances at US/CDN exchange rate of $1.00 on closing.                
(2)    Estimated undeveloped land value is based on management's risked     
       economic view assuming certain capital, reserves, operating cost,    
       realized pricing and other assumptions for the prospects on the four 
       blocks. This is management's estimate and is not based on a third    
       party valuation or reserves evaluation. There is no guarantee that   
       this amount will reflect the value of Newco or that this amount will 
       be reflected in the value of Newco's shares. Although management     
       believes its evaluation and assumptions are reasonable, there is no  
       guarantee that such assumptions will be realized and actual value of 
       the undeveloped land could be significantly lower.                   
(3)    Included in this calculation are the 64.6 million Newco shares issued
       to C&C Energia shareholders and 3.4 million Newco shares to be       
       retained indirectly by Pacific Rubiales in connection with the       
       Proposed Arrangement. The balance of the securities is comprised of  
       the "in the money" dilutive securities including options and warrants
       of C&C Energia that are assumed to be exercised prior to closing of  
       the Proposed Arrangement. The exercise of all or any of the C&C      
       Energia options and warrants referred to in this news release cannot 
       be assured and assumptions made in this respect are solely for the   
       purposes of the calculations set forth herein.                       

 
Strategic Rationale 
The Proposed Arrangement is a culmination of C&C Energia's
exploration and development success, during which production grew
from approximately 4,400 bopd to current production of approximately
11,500 bopd. Management views the Proposed Arrangement as an
opportunity for C&C Energia shareholders to realize value for a large
portion of the Corporation's assets while continuing to participate
directly in the upside of the exploration acreage in the Putumayo and
Middle Magdalena basins in Colombia. Through ownership in Pacific
Rubiales, the Proposed Arrangement allows shareholders to participate
in the continued exploration development of the Llanos basin plays
and gain exposure to a large, highly liquid, premium oil and gas
company with a significant position in Colombia and emerging
exploration potential in Papua New Guinea and Peru. 
The Proposed Arrangement also allows Newco management to immediately
apply its expertise at creating value in junior oil and gas entities
following completion of the transaction. Newco will be
well-capitalized at inception with significant cash, no debt, and a
focused portfolio of exploration assets. Management believes the four
blocks in Newco have upside potential for shareholders with firm
plans to drill at least three to four exploration wells in the next
12 months on the over 212,470 net acres of undeveloped land. In
addition, management believes its strong balance sheet will provide
it with the ability to proactively seek out and target attractive
acquisitions to complement existing assets. The C&C Energia
management team has a solid track record of building shareholder
value in Colombia. 
Newco 
If the Proposed Arrangement is completed, Newco will be a
growth-oriented junior exploration and production company led by
Randy McLeod, current President and CEO of C&C Energia. Tomas
Villamil, original founder of C&C Energia and current executive with
the Corporation, is expected to join Newco in an executive capacity.
The remainder of the executive and management team positions will be
filled prior to deal closing. The board of directors of Newco will
consist of certain existing members of C&C Energia's current board of
directors and new members to be selected in connection with the
Proposed Agreement. Newco will continue with C&C Energia's approach
of increasing shareholder value through a combination of exploration,
strategic acquisitions and subsequent exploitation while maintaining
a conservative approach to balance sheet management.  
FORWARD LOOKING STATEMENTS:  
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws (collectively, the "forward-looking statements").
More particularly, this press release contains statements and
information concerning: the terms of the Proposed Arrangement;
expectations regarding the timing of steps to complete the Proposed
Arrangement; C&C Energia's and Newco's drilling plans, future growth
plans, potential of assets, reserves and values attributable thereto
and per share growth; the anticipated value of the consideration to
be received by the shareholders of C&C Energia; the capitalization
and debt levels of Newco; the transfer of certain assets to Newco;
the intention of Newco to seek out and target acquisitions; the
estimated value of Newco's undeveloped land and the estimated net
asset value of Newco; Pacific Rubiales share ownership in Newco; the
net asset value per share for Newco; the treatment of C&C Energia's
outstanding options and warrants; the effects of the Proposed
Arrangement; C&C Energia's and Newco's growth strategy; and the
nature of their assets. In addition, the use of any of the words
"guidance", "initial, "scheduled", "can", "will", "prior to",
"estimate", "anticipate", "believe", "potential", "should",
"unaudited", "forecast", "future", "continue", "may", "expect",
"project", and similar expressions are intended to identify
forward-looking statements. The forward-looking statements contained
herein are based on certain key expectations and assumptions made by
the Corporation including expectations and assumptions concerning:
shareholder and regulatory approvals for the Proposed Arrangement and
the receipt of those approvals; assumptions regarding success of
optimization and efficiency improvement projects; the availability of
capital; current legislation; and general economic conditions.  
Although the Corporation believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Corporation can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very nature
they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to: risks that
all necessary regulatory and third party approvals will not be
forthcoming; risks that C&C Energia or Pacific Rubiales will not be
satisfied with their respective due diligence procedures; risks that
the parties will not be able to identify appropriate risks associated
with the oil and gas industry in general; commodity price and
exchange rate fluctuations; changes in legislation affecting the oil
and gas industry and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development projects
or capital expenditures. Certain of these risks are set out in more
detail in the Corporation's annual information form, which has been
filed on SEDAR and can be accessed at www.sedar.com or its website
www.ccenergialtd.com. 
The forward-looking statements contained in this press release are
made as of the date hereof and the Corporation undertakes no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.  
This press release shall not constitute an offer to sell, nor the
solicitation of an offer to buy, any securities in the United States,
nor shall there be any sale of securities mentioned in this press
release in any state in the United States in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Contacts:
C&C Energia Ltd.
Ken Hillier
Chief Financial Officer
403-262-6046 
C&C Energia Ltd.
Tyler Rimbey
Vice President, Business Development
403-262-6046
www.ccenergialtd.com
 
 
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