Pacific Rubiales Completes Acquisition of PetroMagdalena

Pacific Rubiales Energy Corp. (“Pacific Rubiales”) and PetroMagdalena Energy Corp. (“PetroMagdalena”) entered into an agreement on June 5, 2012, under which Pacific Rubiales acquired all of the issued and outstanding common shares of PetroMagdalena pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). Under the plan of arrangement, Pacific Rubiales, through a subsidiary, acquired all of the outstanding common shares of PetroMagdalena at a price of $1.60 per common share (for an aggregate consideration of approximately $225 million). Under the terms of the arrangement agreement, warrantholders of PetroMagdalena received $0.25 per warrant. The transaction was completed on July 27, 2012.

Pacific Rubiales, a producer of natural gas and heavy crude oil, owns 100 per cent of Meta Petroleum Corp., a Colombian oil operator which operates the Rubiales, Piriri and Quifa oil fields in the Llanos Basin in association with Ecopetrol, S.A., the Colombian na-tional oil company, and 100 per cent of Pacific Stratus Energy Corp. which operates the La Creciente natural gas field. Pacific Rubiales is focused on identifying opportunities pri-marily within the eastern Llanos Basin of Colombia and in other areas in Colombia and northern Peru. PetroMagdalena is an oil and gas exploration and production company.

Pacific Rubiales' legal team was led by Peter Volk, General Counsel and Michael Galego, Deputy General Counsel and Secretary. Norton Rose Canada LLP represented Pacif-ic Rubiales with a team that included Terence Dobbin, Pierre Dagenais and Bruce Sheiner (M&A); Jorge Neher, Mauricio Alvarado and Mariana Sanchez (Colombian law); Adrienne Oliver and Glenn Hines (tax); Kevin Ackhurst (regulatory); Mike Moher (banking) and Marc Kestenberg (litigation).

PetroMagdalena's legal team was led by Melissa Krishna, Deputy General Counsel and Sec-retary. Blake, Cassels & Graydon LLP represented PetroMagdalena with a team that included Ernest McNee, Cynthia Sargeant and Jacky Sin (securities); Sean Boyle (litiga-tion); Jason Gudofsky (regulatory); and Chris Van Loan and Ilan Braude (tax). In addition, PetroMagdalena was advised by Bernardo Cardenas with respect to Colombian law and Gregory T. Chu, A Law Corporation on matters relating to British Columbia law.


Bruce Sheiner Ilan Braude E. Glenn Hines Jason L. Gudofsky Michael R. Moher Ernest McNee Jacky Sin Pierre R. Dagenais Kevin D. Ackhurst Christopher R.J. Van Loan Sean K. Boyle Adrienne F. Oliver Marc S. Kestenberg Cynthia K. Sargeant Terence S. Dobbin