Petro Rubiales and Pacific Stratus Merger Update
Dec 13, 2007
VANCOUVER and TORONTO, Dec. 13 /CNW/ - Petro Rubiales Energy Corp. (TSXV: PEG) and Pacific Stratus Energy Ltd. (TSX: PSE) have completed their respective due diligence investigations and in conjunction with positive recommendations from their financial advisors, have entered into a definitive Arrangement Agreement on the terms described in the Companies' joint news release of November 12, 2007. The parties have also applied for and obtained an Interim Order of the Supreme Court of British Columbia which, among other things, authorizes and directs that a meeting of securityholders of Pacific Status be convened to consider and, if thought fit, approve the Arrangement. Under the proposed Arrangement, Pacific Stratus will complete an amalgamation with a newly-formed, wholly-owned subsidiary of Petro Rubiales under which Pacific Stratus shareholders will receive 8.85 shares of Petro Rubiales for every share of Pacific Stratus previously held. Warrant and option holders of Pacific Stratus will receive warrants and options of Petro Rubiales on a basis that is proportionate to the share exchange ratio. Petro Rubiales shares and warrants will remain unchanged. A meeting of Pacific Stratus securityholders has been convened for 10:00 a.m. in Toronto on January 17, 2008. An Information Circular describing the Arrangement will be mailed to its securityholders by Pacific Stratus and will be posted on SEDAR. Approval of the Arrangement requires the concurrence of 66-2/3% of Pacific Stratus shares voted at the Meeting and 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. Endeavour Financial International Corporation is acting as the exclusive financial advisor to Petro Rubiales, and GMP Securities L.P. is acting as financial advisor to Pacific Stratus. The financial advisors have each determined that the proposed Arrangement is fair from a financial point of view to the shareholders of the parties which they represent. Pacific Stratus also received an opinion from Macquarie Capital Markets Canada Ltd. that the proposed Arrangement is fair from a financial point of view to the shareholders of Pacific. Petro Rubiales, a Canadian-based company and producer of heavy crude oil, is owner of 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 1,900 barrels of oil 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. This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements are detailed from time to time in the respective company's periodic reports filed with the British Columbia Securities Commission and other regulatory authorities. Neither company has the intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. %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