PetroMagdalena Announces Two Independent Proxy Advisers Recommend the Arrangement with Pacific Rubiales

    




 TORONTO, July 9, 2012 /CNW/ - Two leading independent proxy advisory  firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis &  Co., have recommended that securityholders of  PetroMagdalena Energy  Corp.  support the proposed acquisition of the Company by  Pacific Rubiales Energy Corp.  . 

 ISS says in its report that a vote in favour of the transaction is  warranted "considering the lack of superior offers, the cash  consideration at a premium in a declining market as well as the overall  market reaction." 

 Pacific Rubiales' offer represents a premium of 28% on PetroMagdalena's  closing share price on June 4, 2012, the date before the proposed  acquisition was made public. 

 Glass Lewis points to the two companies' history of jointly developing  oil and gas fields in Colombia, and Pacific Rubiales' existing 5.8%  stake in PetroMagdalena. "We expect this historical relationship served  as a reasonable basis upon which to consider additional potential  transactions between the two firms, including the proposed  combination," Glass Lewis adds. 

 Welcoming the two reports, Luciano Biondi, PetroMagdalena's Chief  Executive Officer, said: "ISS and Glass Lewis have confirmed our belief  that the transaction provides our investors with an excellent  opportunity to realize value on their investment and provide liquidity  in an unpredictable and volatile market." 

 PetroMagdalena securityholders will vote on the transaction at a special  meeting to be held on July 23, 2012. The transaction is subject to,  among other conditions, approval by at least 66 2/3% of the votes cast  by holders of the Company's shares and warrants, voting as a single  class. 

 PetroMagdalena has retained Kingsdale Shareholders Services Inc. to  assist in securing the return of completed proxies and to solicit  proxies in favour of the resolution approving the Arrangement. If you  have any questions, please contact Kingsdale by email at [e-mail] or by telephone at 1-888-518-1557 or 1-416-867-2272 outside of North  America (collect calls accepted). 

 PetroMagdalena is a Canadian-based oil and gas exploration and  production company, with working interests in 19 properties in five  basins in Colombia. Further information can be obtained by visiting our  website at www.petromagdalena.com. 

 Certain information contained in this news release, including any  information relating to the proposed transaction (the "Transaction")  and or future financial or operating performance of PetroMagdalena may  be deemed "forward-looking". These statements relate to future events  or future performance and reflect PetroMagdalena's expectations  regarding the Transaction, and the future growth, results of  operations, business prospects and opportunities of PetroMagdalena,  Pacific Rubiales and the combined company. These forward-looking  statements also reflect PetroMagdalena's current internal projections,  expectations or beliefs and are based on information currently  available to each party, respectively. These forward-looking statements  are subject to a variety of risks and uncertainties that are identified  and disclosed in the Annual Information Form of PetroMagdalena for the  year ended December 31, 2011. In some cases forward-looking information  can be identified by terminology such as "may", "will", "should",  "expect", "intend", "plan", "anticipate", "believe", "estimate",  "projects", "potential", "scheduled", "forecast", "budget" or the  negative of those terms or other comparable terminology. Assumptions  upon which such forward looking information regarding completion of the  Transaction is based include that each party will be able to satisfy  the conditions to the Transaction, that the required approvals will be  obtained from the holders of common shares and warrants of  PetroMagdalena, that all third party regulatory and governmental  approvals to the Transaction will be obtained and all other conditions  to completion of the Transaction will be satisfied or waived. Although  PetroMagdalena believes that the forward-looking information contained  in this news release is based on reasonable assumptions, readers cannot  be assured that actual results will be consistent with such statements.  Accordingly, readers are cautioned against placing undue reliance on  forward-looking information. PetroMagdalena expressly disclaims any  intention or obligation to update or revise any forward-looking  information, whether as a result of new information, events or  otherwise, except in accordance with applicable securities laws. 

 Neither TSX Venture Exchange nor its Regulation Services Provider (as  that term is defined in the policies of the TSX Venture Exchange)  accepts responsibility for the adequacy or accuracy of this news  release. 

PetroMagdalena Energy Corp.


CONTACT:  Melissa KrishnaDeputy General Counsel and Secretary(416) 360-7915 


    

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