Petrominerales Ltd.
TSX : PMG
BVC : PMGC

Petrominerales Ltd.

November 04, 2013 07:00 ET

Petrominerales Announces Mailing of Shareholder Material

CALGARY, ALBERTA--(Marketwired - Nov. 4, 2013) - Petrominerales (TSX:PMG)(BVC:PMGC) is pleased to announce we have obtained an Interim Order of the Court of Queen's Bench of Alberta providing for, among other things, the holding of a meeting of the shareholders of Petrominerales ("Petrominerales Shareholders") to approve the previously announced arrangement under the Business Corporations Act (Alberta) (the "Arrangement") involving Petrominerales, 1774501 Alberta Ltd. ("ResourceCo"), and Pacific Rubiales Energy Corp. ("Pacific Rubiales").

A special meeting of the Petrominerales Shareholders will be held in respect of the Arrangement at 9:00 a.m. (MST) on November 27, 2013 in the Royal Room at The Metropolitan Centre, 333 - 4 Avenue SW, Calgary, Alberta. Petrominerales has mailed an Information Circular and Proxy Statement regarding the meeting to the Petrominerales Shareholders, which is also available for viewing electronically under Petrominerales' profile on SEDAR at www.sedar.com and which has also been posted to SIMEV in Colombia.

Pursuant to the Arrangement, Pacific Rubiales will acquire all of the issued and outstanding common shares of Petrominerales and each Petrominerales Shareholder (other than a dissenting Shareholder) will receive one common share of ResourceCo, as a distribution from Petrominerales, as well as C$11.00 in exchange for each Petrominerales Share held.

Completion of the Arrangement is subject to certain conditions, including the approval of the Petrominerales Shareholders, the final approval of the Court of Queens' Bench of Alberta and receipt of all applicable customary regulatory approvals. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, Petrominerales anticipates that the Arrangement will become effective on or about November 28, 2013.

The Board of Directors has received a written opinion from TD Securities Inc., dated September 29, 2013 which states that the consideration to be received by Petrominerales' Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Petrominerales Shareholders. Petrominerales' Board of Directors has unanimously determined that the Arrangement is in the best interest of Petrominerales and is fair to the Petrominerales Shareholders. The Board of Directors unanimously recommends that the Petrominerales Shareholders vote to approve the Arrangement at the meeting.

ResourceCo

As set out in detail in the Information Circular, ResourceCo is a newly formed company that is currently a wholly-owned subsidiary of Petrominerales. Prior to closing of the Arrangement, C$100 million in cash (subject to adjustment, including adjustment to approximately C$91 million upon Petrominerales concluding the purchase of certain interests in Brazil for the benefit of ResourceCo) and all of Petrominerales' assets in Brazil will be transferred to ResourceCo. The C$100 million cash to be transferred to ResourceCo is in addition to Petrominerales' capital and operating budget of US$18 million respecting the Brazilian assets to be transferred to ResourceCo for the period prior to the completion of the Arrangement.

Following completion of the Arrangement, ResourceCo will be a resource company engaged in the exploration for, and the acquisition, development and production of, hydrocarbons in the Recôncavo, Tucano, Camamu- Almada and Sergipe-Alagoas basins onshore Brazil. ResourceCo's assets consist of interests in three producing fields and 12 exploration blocks comprising 120,013 gross acres onshore Brazil. ResourceCo intends to develop producing hydrocarbons by appraising and developing existing discoveries and exploring in areas considered by management to be prospective for hydrocarbon resources. ResourceCo's primary target in the Recôncavo Basin is the Gomo member of the Candeias Formation, which is both a mature source rock for the basin and contains prospective reservoir sands.

Petrominerales Ltd. is an international oil and gas company operating in Latin America since 2002. Our high-quality land base and multi-year inventory of exploration and development opportunities in Colombia, Perú and Brazil provide long-term growth potential for years to come.

Forward-Looking Statements and Cautionary Language. Certain information provided in this press release constitutes forward‐looking statements. Specifically, this press release contains forward‐looking statements relating to: (i) the anticipated timing of the Petrominerales shareholder meeting to approve the Arrangement, (ii) the anticipated timing of the closing of the Arrangement, and (iii) the exploration and development prospects of ResourceCo.

The forward‐looking statements are based on certain key expectations and assumptions. With respect to the anticipated timing of the Petrominerales shareholder meeting, these include expectations and assumptions concerning the time required to convene the meeting and complete and mail the related information circular. With respect to the anticipated timing of the closing of the Arrangement, these include expectations and assumptions with respect to the timely receipt of all required court, shareholder and regulatory approvals and the satisfaction of all other conditions to the closing of the Arrangement. With respect to the remaining forward-looking statements, these include expectations and assumptions concerning the availability of capital, the success of future drilling and development activities, the performance of existing wells, the testing and performance of new wells, prevailing commodity prices and economic conditions, the availability of labour and services, the ability to transport and market production, timing of completion of infrastructure and transportation projects, weather and access to drilling locations.

Although Petrominerales believes that the expectations and assumptions on which the forward-looking statements are based are reasonable at the time of preparation, undue reliance should not be placed on the forward-looking statements as Petrominerales can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. With respect to the timing of the completion of the Arrangement, these include risks that the required court, shareholder and regulatory approvals are not obtained on a timely basis, on terms acceptable to the parties or at all and risks that other conditions to the completion of the Arrangement are not satisfied. There is no guarantee that the Arrangement will close at the anticipated time or at all. With respect to the exploration and development prospects of ResourceCo, the planned exploration and development activities of ResourceCo and such factors and risks include, but are not limited to: general economic, market and business conditions; fluctuations in oil prices; the test results and performance of exploration and development drilling, recompletions and related activities; timing and rig availability; availability of transportation and offloading capacity, outcome of exploration contract negotiations; fluctuation in foreign currency exchange rates; the uncertainty of reserve estimates and estimates of the value of undeveloped land; changes in environmental and other regulations; risks associated with oil and gas operations; and other factors, many of which are beyond the control of Petrominerales. These and other risks are described further in Petrominerales' annual information form for the year ended December 31, 2012 which has been filed on SEDAR and may be reviewed under Petrominerales' profile at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof. Except as may be required by applicable securities laws, Petrominerales assumes no obligation to publicly update or revise any forward‐looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities to be distributed pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The securities to be distributed pursuant to the Arrangement will be offered and sold in the United States pursuant to the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable state securities laws.

Contact Information

  • Petrominerales Ltd.
    Corey C. Ruttan
    President and Chief Executive Officer

    Petrominerales Ltd.
    John Koch
    Chief Operating Officer

    Petrominerales Ltd.
    Kelly D. Sledz
    Chief Financial Officer
    +1.403.705.8850 or +571.629.2701
    ir@petrominerales.com
    www.petrominerales.com