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.