Petro Rubiales closes C$440 million private placement, completes Rubiales acquisition, changes name and resumes trading
Jul 16, 2007
TSX.V: PEG VANCOUVER, July 16 /CNW/ - Petro Rubiales Energy Corp. (the "Company" or "Petro Rubiales") is pleased to announce that it has closed its previously announced private placement of 517,650,000 units (the "Units") at a price of C$0.85 per Unit (the "Financing") for gross proceeds of C$440,002,500. The Company has also completed its acquisition of 75 percent of the outstanding shares of Rubiales Holdings Limited ("RHL") and has changed its name from Consolidated AGX Resources Corp. to Petro Rubiales Energy Corp., effective July 13, 2007. The Private Placement, led by GMP Securities LP with a syndicate including Canaccord Capital Corporation., Orion Securities Inc., and Fraser Mackenzie Limited, closed into escrow on July 12, 2007 and on completion of the acquisition of 75 percent of the outstanding shares of RHL, effective July 16, 2007, the funds were released from escrow. Each Unit consists of one common share and one-half of a share purchase warrant. Each whole share purchase warrant entitles the holder to acquire one additional common share at an exercise price of C$1.30 per common share until July 12, 2012. All securities issued pursuant to the private placement will be subject to a four month hold period, expiring November 13, 2007. The vendors of 75 percent of the outstanding shares of RHL received a total of US$245,000,000 in cash and 12,701,176 Units with a four month hold period, expiring November 17, 2007. At closing, German Efromovich, one of the vendors, along with a family member holds the remaining 25 percent interest in RHL. Mr. Efromovich was appointed to the board of directors, effective, July 16, 2007. The proceeds of the Financing will be used by the Company to fund the Rubiales acquisition, the acquisition of Major International Oil S.A and for ongoing exploration and development of its heavy crude oil operations in Colombia. RHL owns 100 percent of Meta Petroleum Limited ("MPL"), a premier oil and gas operator, with assets in the Llanos Basin in the Meta Department of Colombia. Through its wholly-owned subsidiary MPL, RHL holds indirect interest in three hydrocarbon properties with Ecopetrol S.A, the Colombian, state-owned oil company, including; the Rubiales, Piriri and Quifa Blocks. MPL currently produces more than 18,500 gross (5,000 net) barrels of heavy crude oil (12.5 degree API) per day from its Rubiales and Piriri association contracts. Based on a report by Petrotech Engineering Ltd. dated, May 31, 2007 (the "Petrotech Report") prepared in accordance with National Instrument 51-101 (Standards of Disclosure for Oil and Gas Activities) the Rubiales Field contains proven, probable and possible reserves of 328.4 million barrels of heavy crude oil. The Petrotech Report is available for review under Petro Rubiales' profile at www.sedar.com. In order to increase the heavy crude oil production rate to 66,000 barrels of oil per day in the proved and probable reserve category at the Rubiales and Piriri Blocks, new horizontal and vertical wells are to be drilled in a form of clusters, each cluster consisting of one vertical and four to five horizontal wells with downhole electrical submergible pumps for each well. To further increase the production rate to over 126,000 barrels of oil per day at the Rubiales and Piriri Blocks, more clusters will be drilled with an estimated 200 new wells required for the total development. In order to reduce the transportation cost of the increased production of heavy crude oil from the Rubiales Field, a pipeline will need to be built between the Rubiales Field and the Cusiana Station, located in the Casanare Department of Colombia. The pipeline will be operated by MPL and is a joint operation between MPL and Ecopetrol S.A. The preliminary engineering design for the pipeline was completed by Procesos y Disenos Energeticos S.A., a subsidiary of Mustang Engineering of Houston, Texas, USA. The proposed pipeline will have a maximum flow capacity of 200,000 barrels of oil per day and will be 215km in length. The anticipated completion date of the pipeline is June 2009. In respect of the Quifa Block, the Company has entered into a Memorandum of Understanding with Pacific Stratus Energy Ltd. ("Pacific") which grants Pacific an option to earn up to 50 percent in the interests of the Company to the Quifa Property, by funding the Company's share of costs and expenses during the exploration phase of the project, at an estimated cost of US$5,300,000. GMP Securities LP and Endeavour Financial Ltd. were paid advisory fees upon closing of the Rubiales acquisition of US$3,825,000 through the issuance of 4,858,000 Units, with similar terms to those in the Financing and a four month hold period, expiring November 17, 2007. The advisory fee of US$4,000,000 payable to Aventia Ltd. was paid in cash. The US$15,000,000 bridge loan provided to the Company by Endeavour Mining Capital Corp ("EMCC") has been repaid. As consideration for providing the bridge loan, EMCC received 4,000,000 warrants exercisable for one common share of the Company at a price of C$1.05, expiring May 24, 2008. The Board of Directors of Petro Rubiales now consists of Ronald Pantin, German Efromovich, John Zaozirny, Augusto Lopez, Jaime Perez Branger and Gordon Keep. The senior officers are Ronald Pantin, President and Chief Executive Officer, Carlos Perez, Chief Financial Officer, Luis Andres Rojas, Chief Operating Officer, Eduardo Lima, Senior Vice President Business Development and Dr. Sally Eyre, Senior Vice President, Corporate Development. Pursuant to the Company's Stock Option Plan, a total of 6,100,000 incentive stock options exercisable at C$0.95 and a further 7,700,000 incentive stock options at C$1.05 per share have been granted to directors, officers, employees, charities and consultants of the Company for a period of ten years. The Company's common shares will resume trading on the TSX Venture Exchange on Tuesday, July 17, under the new symbol PEG. Petro Rubiales is a Canadian-based company and a producer of heavy crude oil. The Company is focused on the exploration, development and production of heavy crude oil in the Llanos Basin of Columbia. Petro Rubiales Energy Corp. "Ronald Pantin" Chief Executive Officer and President Forward-looking statements: This document contains statements about expected or anticipated future events and financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, and the Company's capability to execute and implement its future plans. Actual results may differ materially from those projected by management. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
For further information:
For further information: Mr. Ronald Pantin, Chief Executive Officer and Director, Tel: (604) 609-6110; Dr. Sally L. Eyre, Senior Vice President, Corporate Development, Tel: (604) 377-2757; Or visit: www.sedar.com or www.petrorubiales.com