Petro Rubiales and Pacific Stratus Amend Share Exchange Ratio
Jan 14, 2008
VANCOUVER and TORONTO, Jan. 14 /CNW/ - Petro Rubiales Energy Corp. (TSXV: PEG) and Pacific Stratus Energy Ltd. (TSX: PSE) have agreed to amend the terms of the proposed business combination of the two companies which was originally announced on November 12, 2007. Under the revised terms, shareholders of Pacific Stratus will receive 9.5 shares of Petro Rubiales for each share of Pacific Stratus held, with warrants and options of Pacific Stratus treated on a proportionate basis. The terms originally announced contemplated an exchange ratio of 8.85 shares of Petro Rubiales for each share of Pacific Stratus. The transaction will remain the same in all other respects. Approval of the arrangement requires the concurrence of 66-2/3% of Pacific Stratus shares voted at the meeting of securityholders scheduled for 10:00 a.m. on January 17, 2008 in Toronto. Approval also requires the further concurrence of 66-2/3% of Pacific Stratus shares, warrants and options in the aggregate that are voted at the meeting. The arrangement also requires a Final Order of the Supreme Court of British Columbia, which will be applied for immediately following the meeting provided that the requisite securityholder and stock exchange approvals have been obtained. Subject to receipt of the necessary approvals, it is anticipated that the arrangement will be completed on or about the originally scheduled closing date of January 23, 2008. Upon completion of the arrangement, Pacific Stratus will become a wholly-owned subsidiary of Petro Rubiales and the combined entity will be renamed "Pacific Rubiales Energy Corp." Petro Rubiales, a Canadian-based company and producer of heavy crude oil, owns 100 percent of Meta Petroleum Limited, a Colombian oil and gas operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol S.A. the Colombian, state-owned oil company. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia. Pacific Stratus Energy is a Canadian-based oil and gas company that initiated operations in 2004. The company is focused on identifying attractive opportunities primarily within the upstream Sub Andean basins. Pacific Stratus has a current net production of 7,750 barrels of oil equivalent per day, with working interests in the Caguan, Dindal, Rio Seco, Puli B, La Creciente, Moriche, Guama and Arauca blocks in Colombia and blocks 135, 137 and 138 in Peru. The company has offices in Toronto, Caracas and Bogota. Further information is available on our website at www.pacificstratus.com. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. %SEDAR: 00008913E
For further information:
For further information: Petro Rubiales Energy Corp.: Mr. Ronald Pantin, Chief Executive Officer and Director, (604) 688-9180; or Dr. Sally L. Eyre, Senior Vice President, Corporate Development, (604) 688-9180; Pacific Stratus Energy Ltd.: Jose Francisco Arata, Chief Executive Officer, (416) 362-7735, jfarata@pacificstratus.com; or Peter Volk, General Counsel & Secretary, (416) 362-7735, pvolk@pacificstratus.com