Pacific Rubiales Agrees to Acquire Kappa Energy Holdings Ltd.
Jul 8, 2008
TORONTO, July 8 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PEG) announced today that it has executed an agreement to acquire 100% of Kappa Energy Holdings Ltd. for a cash payment of approximately US$168 million, subject to minor post-closing adjustments. Kappa is a Colombian oil and gas exploration and production company which holds exploration and production licenses in Colombia, where it has been operating since 1997. Kappa has a commanding land position, operating nine blocks with a 10 year track record. Kappa has gross acreage of 747,000. This acreage consists of nine leased blocks in the Catatumbo, Lower, Middle and Upper Magdalena, and Llanos basins of Colombia, with the following net working interests: Abanico (22.5% in the production area and in the Santana and Casablanca exploration areas, with 23.8% and 14.8% working interests, respectively, and 30.5% working interests in the remaining exploration areas), Alhucema (50%), Arrendajo (32.5%), Cerrito (average 75%), Chipalo (50%), Cicuco (100% for gas and oil), Guasimo (100%), Buganviles (49%) and Las Quinchas (50%). The Abanico contract area includes the main oil producing field, Abanico (4,100 gross barrels per day) and gas producing field, Ventilador (4.3 gross million cubic feet per day). Three of the exploration contracts, with the ANH (Guasimo, Alhucema and Arrendajo), are in the drilling phase and the other two, with Ecopetrol (Chipalo and Buganviles), are in the exploration phase. Acacia Este (part of the Las Quinchas block) offers the largest exploration potential. Kappa has a strong existing reserve base with, as of May 31, 2008, approximately 9.3 million barrels equivalent (MMboe) of proven and probable reserves and 24.0 MMboe of proven, probable and possible reserves. In addition, 116 MMboe of prospective resources have been identified in the best estimate case. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. All the reserve numbers quoted above are net before royalties. Pacific Rubiales believes that this acquisition not only expands the resource base of the company, but also enhances the future exploration potential by adding new blocks that the company believes are highly promising. Pacific Rubiales is confident that the application of state of the art technology plus the proven track record of its management will add value to the newly acquired assets. Ronald Pantin, the company's Chief Executive Officer, stated "the execution of this agreement confirms our commitment to continue searching for the best available exploration and production assets in the region and underlines our drive to make Pacific Rubiales the largest independent oil and natural gas company in the region." GMP Securities L.P. has been retained as the exclusive financial advisor in connection with this transaction. As part of the scope of its retainer, GMP will examine various financing options and report such options to the Board of Directors of Pacific Rubiales. Closing of the acquisition is expected to be completed in early September 2008. Completion of the acquisition is subject to customary conditions of closing and the receipt of certain regulatory approvals. The reserve and resource estimates set forth herein have been prepared by Petrotech Engineering Ltd., of Burnaby, Canada effective as of May 31, 2008 in accordance with the Canadian Oil and Gas Evaluation (COGE) Handbook, and will be set forth in an independent reserve and resource evaluation report being prepared by Petrotech. The report is expected to be completed by mid-July, 2008 and will be filed on SEDAR when completed. The Petrotech report will confirm the reserves and resources reported above and will be prepared in accordance with the requirements of the Canadian National Instrument 51-101 standards of disclosure for oil and gas activities. Petrotech is acting independently in the preparation of its report. Petrotech and its employees have no direct or indirect ownership in the properties appraised or the areas of study described in the report. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves. A boe is derived by converting gas to oil in the ratio of six thousand cubic feet of gas to one barrel of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf : 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Pacific Rubiales, a Canadian-based company and producer of natural gas and heavy crude oil, owns 100 percent of Meta Petroleum Limited, a Colombian oil operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol S.A. the Colombian, national oil company. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia as well as in other areas in Colombia and northern Peru. Pacific Rubiales has a current net production of approximately 21,000 barrels of oil equivalent per day, with working interests in the Rubiales, Piriri and Quifa concessions and the Caguan, Dindal, Rio Seco, Puli B, La Creciente, Moriche, Guama, Arauca, Tacacho and Jagueyes blocks in Colombia and blocks 135, 137 and 138 in Peru. Cautionary Note Concerning Forward-Looking Statements This press release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding estimates and/or assumptions in respect of production, revenue, cash flow and costs, reserve and resource estimates, potential resources and reserves and the Company's exploration and development plans and objectives) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; the possibility that actual circumstances will differ from the estimates and assumptions; failure to establish estimated resources or reserves; fluctuations in petroleum prices and currency exchange rates; inflation; changes in equity markets; political developments in Colombia or Peru; changes to regulations affecting the Company's activities; uncertainties relating to the availability and costs of financing needed in the future; the uncertainties involved in interpreting drilling results and other geological data; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 28, 2008 filed on SEDAR at www.sedar.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. %SEDAR: 00007953E
For further information:
For further information: Mr. Ronald Pantin, Chief Executive Officer and Director, or Mr. Jose Francisco Arata, President and Director, (416) 362 7735