Pacific Stratus Energy Ltd. and Petro Rubiales Energy Corp. Complete $2.5 Billion Merger

On January 23, 2008, Pacific Stratus Energy Ltd. and Petro Rubiales Energy Corp. merged via three-cornered amalgamation pursuant to a Plan of Arrangement to form Pacific Rubiales Energy Corp. Pacific Stratus, based in Toronto, and Petro Rubiales, based in Vancouver, were both oil and natural gas exploration and development companies with operations and interests in Colombia. With their operations combined, Pacific Rubiales now has a current net production of approximately 17,500 barrels of oil equivalent per day and a fully diluted market capitalization of approximately $2.5 billion. GMP Securities L.P. acted as exclusive financial advisor to Pacific Stratus, and Endeavour Financial International Corporation acted as exclusive financial advisor to Petro Rubiales.

The Plan of Arrangement was approved by Pacific Stratus securityholders on January 17, 2008, and by the Supreme Court of British Columbia on January 21, 2008. Pursuant to the Plan of Arrangement, Pacific Stratus shareholders received 9.5 shares of Petro Rubiales for every Pacific Stratus share held at closing. Warrants and options of Pacific Stratus were exchanged based on the same ratio.

Pacific Stratus was represented by General Counsel Peter Volk and Associate General Counsel Lulu Tao, and a team from Macleod Dixon LLP, which included Jorge Neher and Leopoldo Olavarria (corporate - Caracas), Richard Lachcik, Robert Eberschlag and Michael Sabusco (securities - Toronto), Craig Maurice and Ryan Shewchuk (tax) and Marcus Archer (securities - Calgary) and, in respect of British Columbia corporate and securities law matters, Gregory T. Chu. David Brown and Paula Price of Stikeman Elliott LLP, Vancouver, represented Pacific Stratus in the court proceedings in respect of the Plan of Arrangement. United States legal advice was provided by Christopher Doerksen, John Hollinrake, Greg Perry and Robert Franklin of Dorsey & Whitney LLP.

Petro Rubiales was represented by Jay Sujir and Verlee Webb (corporate and securities) of Anfield, Sujir, Kennedy and Durno LLP of Vancouver and Brad Wiggins of Theodora Oringher Miller & Richman PC of Los Angeles.


Paula J. Price Marcus W. Archer Peter J. Volk Ryan M. P. Shewchuk Craig A. Maurice David R. Brown Michael Sabusco Robert W. Eberschlag Richard J. Lachcik


Peter Mason LLP Dorsey & Whitney LLP Anfield, Sujir, Kennedy & Durno