Petrominerales Ltd.

Petrominerales Ltd.

November 28, 2013 08:42 ET

Petrominerales Announces Shareholder and Court Approval of Arrangement

CALGARY, ALBERTA--(Marketwired - Nov. 28, 2013) - Petrominerales Ltd. (TSX:PMG)(BVC:PMGC) ("Petrominerales") is pleased to announce that at a special meeting ("Meeting") held November 27, 2013, the holders of shares ("Petrominerales Shares") of Petrominerales (the "Petrominerales Shareholders") approved the previously announced plan of arrangement ("Arrangement") involving Petrominerales, Pacific Rubiales Energy Corp. ("Pacific Rubiales") and the company formerly known as 1774501 Alberta Ltd. Prior to the Meeting, the name of 1774501 Alberta Ltd. was changed to Alvopetro Energy Ltd. ("Alvopetro").

Petrominerales is also pleased to announce that we obtained a final order from the Court of Queen's Bench of Alberta on November 27, 2013 approving the Arrangement. The Arrangement involves the acquisition by Pacific Rubiales of all of the outstanding Petrominerales Shares. The Petrominerales Shareholders will receive, for each Petrominerales Share held, cash consideration of C$11.00 and one common share of Alvopetro ("Alvopetro Share"). The special resolution approving the Arrangement was approved at the Meeting by 93.46% percent of the votes cast by Petrominerales Shareholders. In addition, the Petrominerales Shareholders voted 89.95% percent in favour of the resolution approving the Alvopetro stock option plan.

Completion of the Arrangement remains subject to receipt of approval under the Investment Canada Act ("ICA"). Investment Canada has extended its review period until December 22, 2013. Extensions to the review period are not unusual. Typically, the ICA provides an initial 45 days for the review, which may be extended for an additional 30 days. Petrominerales is not aware of any reason why the Arrangement would not receive the Investment Canada Act approval within the extended review period and it is anticipated that closing of the Arrangement would occur promptly following receipt of such approval. No further regulatory approvals are required.

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. This news release contains "forward-looking information" within the meaning of applicable securities laws. The use of any of the words "will", "intend" and other similar words or expressions are intended to identify forward-looking information. More particularly and without limitation, this news release contains forward-looking information concerning the completion of the Arrangement, the expected timing of the completion of the Arrangement, and the expected timing for receipt of the Investment Canada Act approval for the Arrangement.

The forward-looking information in this news release is based on certain key expectations and assumptions made by Petrominerales, including assumptions as to the time necessary to satisfy the remaining conditions to the closing of the Arrangement and the likelihood of receiving required approvals under the Investment Canada Act. Although Petrominerales believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Petrominerales can give no assurance that it will prove to be correct.

The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied in the forward-looking information. Such risks, uncertainties and factors include, among others, the need for additional time to satisfy the remaining condition to the completion of the Arrangement. The Arrangement might not close at the time anticipated or at all. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Petrominerales are included in Petrominerales' Information Circular dated October 29, 2013 and in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website at

The forward-looking information contained in this news release is made as of the date hereof and Petrominerales undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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
    +1.403.705.8850 or +571.629.2701

    Petrominerales Ltd.
    John Koch
    Chief Operating Officer
    +1.403.705.8850 or +571.629.2701

    Petrominerales Ltd.
    Kelly D. Sledz
    Chief Financial Officer
    +1.403.705.8850 or +571.629.2701