Petro Andina Resources Inc.

Petro Andina Resources Inc.

June 22, 2009 19:41 ET

Petro Andina Retains Financial Advisors for Unsolicited Take-Over Bid

CALGARY, ALBERTA--(Marketwire - June 22, 2009) - Petro Andina Resources Inc. (TSX:PAR) (Petro Andina or the Company) today confirmed that 1462627 Alberta Ltd., a wholly-owned subsidiary of Pluspetrol Resources Corporation N.V., commenced an unsolicited take-over bid to acquire Petro Andina on June 19, 2009.

FirstEnergy Capital Corp. and Scotia Waterous Inc. have been retained to act as financial advisors to Petro Andina.

The board of directors (the Board) of Petro Andina, consistent with its fiduciary duties and in consultation with its advisors, will consider and evaluate the take-over bid and will pursue the course of action that is in the best interests of Petro Andina and its shareholders. Consistent with this fiduciary duty, the Board is commencing a process to review all available alternatives in an effort to maximize shareholder value. The Board cautions that such a process will not necessarily result in a transaction.

Petro Andina shareholders are advised to take no action at this time with respect to the take-over bid, pending the review by the Petro Andina Board and the announcement of the Board's recommendation to its shareholders with respect to the bid.

A directors' circular which will contain the Board's recommendations respecting the bid will be prepared and mailed to Petro Andina shareholders on or about July 3, 2009.

About Petro Andina Resources Inc.

Petro Andina is engaged in oil and natural gas exploration, development and production in South America and the Caribbean region. The Company is continuing to develop its existing reserves and to conduct appraisal and exploration drilling on its 628,000 acre (346,000 net acre) land position in the Neuquen Basin of Argentina. Exploration activities have also begun on its 495,000 acre (247,500 net acre) holdings in the Llanos Basin of Colombia and 211,000 acre (105,000 net acre) holdings onshore Trinidad & Tobago. Petro Andina is headquartered in Calgary, Canada.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution. The securities offered are not, and will not be, registered under the securities laws of the United States of America, nor any state thereof and may not be sold in the United States of America absent registration in the United States or the availability of an exemption from such registration.

Forward-Looking Statements

Certain statements regarding Petro Andina Resources Inc., including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Petro Andina's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements.

Such risks and uncertainties include, but are not limited to: the impact of general economic conditions in Canada, Argentina, Colombia and Trinidad & Tobago, industry conditions including changes in laws and regulations including adoption of new environmental laws and regulations, and changes in how they are interpreted and enforced, in Canada, Argentina, Colombia and Trinidad & Tobago, competition, the lack of availability of qualified personnel, fluctuations in commodity prices, the results of exploration and development drilling and related activities, imprecision in reserve estimates, the production and growth potential of Petro Andina's assets, fluctuations in foreign exchange or interest rates, the ability to access sufficient capital from internal and external sources, and obtaining required approvals of regulatory authorities, in Canada, Argentina, Colombia and Trinidad & Tobago. Many of these risk factors are discussed in further detail in the Company's Annual Information Form dated March 31, 2009 on file with Canadian securities commissions. Readers are also referred to the risk factors described in other documents that Petro Andina files from time to time with securities regulatory authorities.

Accordingly, Petro Andina gives no assurance nor makes any representations or warranty that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward-looking statements. Petro Andina undertakes no obligation to publicly update or revise any forward-looking statements.

The Toronto Stock Exchange has not received and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Petro Andina Resources Inc.
    Michael Kruchten
    Investor Relations
    (403) 517-1733
    (403) 265-8216 (FAX)
    Petro Andina Resources Inc.
    Kenneth G. Pinsky
    Vice President, Finance and Chief Financial Officer
    (403) 517-1729
    (403) 265-8216 (FAX)