Petro Andina Resources Inc.

Petro Andina Resources Inc.

May 25, 2009 08:30 ET

Petro Andina Announces Amendments to Shareholder Protection Rights Plan

CALGARY, ALBERTA--(Marketwire - May 25, 2009) - Petro Andina Resources Inc. (TSX:PAR) (Petro Andina or the Company) announces that it has elected to make certain minor amendments to the Corporation's shareholder protection rights plan (the Plan) which is to be placed before shareholders at the upcoming annual and special meeting to be held May 28, 2009 (the Shareholder Meeting).

The amendments to the original Plan, as detailed in the Company's Information Circular dated April 8, 2009 and filed on SEDAR (the Information Circular) can be summarized as follows:

1. The definition of "Permitted Bid" contained in the Plan will be revised so that a take-over bid made for less than all of the Corporation's voting shares will be considered a Permitted Bid provided that such take-over bid complies with the other conditions set forth in the Plan.

2. As currently contemplated by the Plan, if a lock-up agreement permits the withdrawal of shares from the lock-up agreement in order to tender such shares to a competing take-over bid or other transaction that provides greater consideration only if the additional consideration exceeds a specified amount, then the specified amount must be an amount greater than 5% for such agreement to be considered a "Permitted Lock-up Agreement" under the Plan. The definition of "Permitted Lock-up Agreement" will be revised by increasing the 5% threshold to 7%.

3. The redemption of rights which are outstanding pursuant to the Plan will require not only the approval of the board of directors of the Corporation acting in good faith as is currently contemplated by the Plan but shall also require the prior consent of the shareholders of the Corporation.

The amendments to the Plan which are described above are being made at the request of an institutional shareholder who holds a significant number of the Corporation's shares and are intended to make the Plan more consistent with best practices in shareholder rights plans. A copy of the amended Plan will be filed on SEDAR at as soon as practicable and in any event prior to the Shareholder Meeting. For further details regarding approval of the Plan please refer to the Information Circular under the section entitled "Proxies".

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)