Petrominerales Provides Additional Information Relating to the Proposed Acquisition by Pacific Rubiales

Petrominerales Provides Additional Information Relating to the Proposed 
Acquisition by Pacific Rubiales 
CALGARY, ALBERTA -- (Marketwired) -- 10/15/13 -- On September 29,
2013 Petrominerales Ltd. (TSX:PMG) (BVC:PMGC) announced that it had
entered into an agreement with Pacific Rubiales Energy Corp. (TSX:
PRE; BVC: PREC; BOVESPA: PREB) (the "Arrangement") to acquire all of
the issued and outstanding shares of Petrominerales through an
acquisition (the "Proposed Acquisition" or transaction) governed by a
plan pursuant to the Business Corporations Act (Alberta) ("ABCA").
Under the ABCA, these types of acquisitions are known as a Plan of
Arrangement.  
Pursuant to the Arrangement, Petrominerales shareholders will receive
Cdn. $11.00 in cash for each Petrominerales share held plus one share
of a newly formed exploration and production company (referred to as
"ExploreCo" in our press release of September 29, 2013, and referred
to herein as "ResourceCo"). ResourceCo's assets will consist of
Petrominerales' Brazilian assets, which will be segregated from
Petrominerales in favor of ResourceCo along with Cdn. $100 million in
cash.  
In order to assist shareholders to better understand the Arrangement
and the Proposed Acquisition, as well as the procedures and rights
granted to Petrominerales shareholders, the following is some basic
information in regards to the transaction. 
General Information on the Plans of Arrangement 
The transaction between Pacific Rubiales and Petrominerales is known
under the ABCA as a plan of arrangement. A plan of arrangement is
usually a multistep transaction regulated by different laws,
including the ABCA, through which mergers and acquisitions of
companies, among other operations, can be completed. 
Plans of Arrangement are commonly used in Canada and have been used
in the past when acquiring companies with assets or operations in
Colombia. Some examples of the aforementioned are: the acquisition of
Shona Energy by Canacol Energy Ltd.; the acquisition of Petrolifera
Petroleum Ltd. by Gran Tierra Energy Inc.; the merger of Pacific
Stratus Energy Ltd. and Petro Rubiales Energy Corp.; the merger
between Medoro Resources Ltd. and Gran Colombia Gold Corp.; the
acquisition of PetroMagdalena Energy Corp. by Pacific Rubiales Energy
Corp.; and the acquisition of C&C Energia Ltd. by Pacific Rubiales
Energy Corp. 
A Plan of Arrangement under the context of an acquisition can only be
successful upon receipt of approval of shareholders of the company
being acquired and the relevant court. To complete a Plan of
Arrangement, it is first important to prepare the Information
Circular aimed to provide detailed information to the shareholders in
relation to the transaction. Once the document has been prepared, the
following three steps should be fulfilled: 
(i) an initial court application to seek an interim order, (ii) a
shareholders' meeting with the purpose of obtaining approval of the
proposed arrangement; and, (iii) finally, a second court application
before a judge seeking final approval of the Arrangement.  
The Information Circular is a document that includes (i) detailed
information related to the transaction and its economic conditions,
(ii) a "fairness opinion" issued by an independent investment bank in
relation to the financial terms of the transaction; (iii) a copy of
the arrangement agreement; (iv) voting procedures and shareholder
rights, including dissent rights; and (v) relevant information about
both companies involved in the Plan of Arrangement. 
The Information Circular will also provide information on how
shareholders can exercise their voting rights at the shareholders'
meeting which will consider the approval of the proposed Plan of
Arrangement and the right to dissent (see section 2 below), as well
as information related to tax and currency exchange matters. Pursuant
to the Arrangement, the Information Circular will be prepared by
Petrominerales and will include ResourceCo's financial, corporate and
technical information. The Petrominerales Information Circular will
be available in English and Spanish.  


 
1.  First Court Application - Interim Order

 
The Information Circular prepared by Petrominerales must be filed
before a judge in Alberta - Canada, accompanied by an application to
issue the interim order that approves the calling of Petrominerales
special shareholders meeting (see section 2 below). The application
includes: (i) the calling for Petrominerales shareholders special
meeting, and (ii) the procedural matters to be completed in relation
to the approval of and performance of the Arrangement. 
At this point, the judge will review the draft of the Information
Circular to ensure that: (i) it includes adequate information for
Petrominerales shareholders; and (ii) all shareholders are granted
equal rights, including the right to dissent. 
In relation to this Arrangement, the application will be submitted
before the "Queen's Bench" court of the Province of Alberta - Canada,
and the interim order is expected to be issued during the last week
of October 2013. 


 
2.  Shareholders Meeting

 
Once the interim order is issued by the judge, Petrominerales will
distribute the Information Circular to its shareholders, formally
calling the shareholders meeting to consider the Arrangement. 
The Information Circular is expected to be distributed to
Petrominerales shareholders on or around November 4, 2013 and the
shareholders' meeting is scheduled to take place on November 27,
2013. The Information Circular will also be simultaneously published
under Petrominerales' profile on SEDAR in English and on SIMEV of the
Financial Superintendence of Colombia in Spanish language.  
All Petrominerales shareholders are entitled to vote to approve the
Arrangement at the called shareholders' meeting, voting in person or
by proxy under similar terms to those used in other shareholder
meetings of the company. The Arrangement will be approved if there is
an affirmative vote of at least 2/3 of the shares voted in person or
by proxy at the meeting. The Information Circular will include
detailed instructions as to how Petrominerales shareholders may vote
at the shareholders' meeting.  
In addition to the right to vote, Petrominerales shareholders may
exercise their right to dissent. Petrominerales dissenting
shareholders, instead of the consideration provided for under the
Arrangement, will receive the "fair value" of their shareholding
participation in Petrominerales, which will be finally determined by
a judge of "Queen's Bench" of the Province of Alberta - Canada. The
Information Circular will include detailed information about the
right to dissent and the applicable procedure to exercise such right. 


 
3.  Second Court Application - Final Order

 
Provided that Petrominerales shareholders approve the Arrangement at
the shareholders' meeting, a second court application of approval
shall be initiated before a judge in the Province of Alberta -
Canada, aimed to obtain a final order from the judge approving the
Arrangement. Shareholders or any other interested party may attend
this hearing and provide opposition to the transaction, as well as
the relevant evidence supporting such opposition.  
To issue the final order, the judge will review the compliance with
procedures set forth in the applicable law and determine whether the
Arrangement, all aspects considered, is "fair" for Petrominerales
shareholders. The judge may approve the Arrangement as proposed or
modify it under exceptional circumstances. If the judge approves the
Arrangement, it will become effective once the necessary documents,
which include the final order, are filed before the applicable
corporate registry in Alberta, Canada.  
The performance of the Arrangement is subject to the notifications
and the required regulatory approvals necessary in Canada and to the
notification to the Superintendence of Industry and Commerce of
Colombia as provided for in Article 9 of Law 1340 of 2009, and
Resolution 12193 of 2013 issued by said entity, which shall be
completed before closing of the Proposed Acquisition. At this time,
it is expected that the closing of the Proposed Acquisition will take
place before the end of November 2013, at which time, all
Petrominerales shares will be acquired by Pacific Rubiales (including
shares of those shareholders who voted for or against the
Arrangement, and of all those shareholders who did not vote or attend
the shareholder meeting), except for those who exercised dissent
rights. 
The information provided through this public statement is only a
general summary of the Arrangement and the applicable procedures.
Petrominerales shareholders must review the Information Circular that
will be distributed by Petrominerales, which contains detailed
information on the Arrangement; shareholder rights; and the
procedures to exercise such rights.  
Petrominerales Ltd. is an international oil and gas company operating
in Latin America since 2002. Our high-quality land base and
multi-year inventory of exploration and development opportunities in
Colombia, Peru and Brazil provide long-term growth potential for
years to come. 
Forward-Looking Statements and Cautionary Language. Certain
information provided in this press release constitutes
forward-looking statements. Specifically, this press release contains
forward-looking statements relating to: (i) the anticipated timing of
the mailing of the information circular relating to the transaction
to Petrominerales shareholders (ii) the anticipated timing of the
Petrominerales shareholder meeting to approve the Arrangement, (iii)
the anticipated timing of the closing of the Arrangement, and (iv)
customary regulatory approvals in connection with the Arrangement. 
The forward-looking statements are based on certain key expectations
and assumptions. With respect to the anticipated timing of the
Petrominerales shareholder meeting, these include expectations and
assumptions concerning the time required to convene the meeting and
complete and mail the related information circular. With respect to
the anticipated timing of the closing of the Arrangement, these
include expectations and assumptions with respect to the timely
receipt of all required court, shareholder and regulatory approvals
and the satisfaction of all other conditions to the closing of the
Arrangement. With respect to the remaining forward-looking
statements, these include expectations and assumptions concerning the
availability of capital, the success of future drilling and
development activities, the performance of existing wells, the
testing and performance of new wells, prevailing commodity prices and
economic conditions, the availability of labour and services, the
ability to transport and market production, timing of completion of
infrastructure and transportation projects, weather and access to
drilling locations.  
Although Petrominerales believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable at the time of preparation, undue reliance should not be
placed on the forward-looking statements as Petrominerales 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. With respect to the
timing of the completion of the Arrangement, these include risks that
the required court, shareholder and regulatory approvals are not
obtained on a timely basis, on terms acceptable to the parties or at
all and risks that other conditions to the completion of the
Arrangement are not satisfied. There is no guarantee that the
Arrangement will close at the anticipated time or at all. With
respect to the exploration and development prospects of ResourceCo,
the planned exploration and development activities of ResourceCo and
such factors and risks include, but are not limited to: general
economic, market and business conditions; fluctuations in oil prices;
the test results and performance of exploration and development
drilling, recompletions and related activities; timing and rig
availability; availability of transportation and offloading capacity,
outcome of exploration contract negotiations; fluctuation in foreign
currency exchange rates; the uncertainty of reserve estimates and
estimates of the value of undeveloped land; changes in environmental
and other regulations; risks associated with oil and gas operations;
and other factors, many of which are beyond the control of
Petrominerales. These and other risks are described further in
Petrominerales' annual information form for the year ended December
31, 2012 which has been filed on SEDAR and may be reviewed under
Petrominerales' profile at www.sedar.com.  
The forward-looking statements contained in this press release are
made as of the date hereof. Except as may be required by applicable
securities laws, Petrominerales assumes no obligation to publicly
update or revise any forward-looking statements made herein or
otherwise, whether as a result of new information, future events or
otherwise. 
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The securities to be distributed pursuant to the
Arrangement have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws. The securities to be distributed
pursuant to the Arrangement will be offered and sold in the United
States pursuant to the exemption from registration set forth in
Section 3(a)(10) of the U.S. Securities Act and similar exemptions
under applicable state securities laws.
Contacts:
Petrominerales Ltd.
Corey C. Ruttan
President and Chief Executive Officer
+1403.705.8850 or +571.629.2701 
Petrominerales Ltd.
John Koch
Chief Operating Officer
+1403.705.8850 or +571.629.2701 
Petrominerales Ltd.
Kelly D. Sledz
Chief Financial Officer
+1403.705.8850 or +571.629.2701
ir@petrominerales.com
www.petrominerales.com