PetroMagdalena Energy Corp. Obtains Interim Court Order for Arrangement with Pacific Rubiales Energy Corp.

    




 TORONTO, June 25, 2012 /CNW/ - PetroMagdalena Energy Corp.   today announced that it has obtained an interim order of the Supreme  Court of British Columbia authorizing the holding of the Company's  special meeting of holders of common shares and holders of common share  purchase warrants. 

 At the meeting, shareholders and warrantholders of the Company will be  asked to consider and, if thought advisable, approve a special  resolution approving a plan of arrangement (the "Arrangement")  involving PetroMagdalena, the shareholders, warrantholders and 0942183  B.C. Ltd., a wholly owned subsidiary of Pacific Rubiales Energy Corp.   to be carried out pursuant to the  arrangement agreement previously executed and announced by the Company  on June 5, 2012. 

 The board of directors of PetroMagdalena recommends that the holders of  shares and warrants of the Company vote FOR the special resolution  approving the Arrangement. 

 The meeting will be held at the Trump International Hotel and Tower, at  325 Bay Street, Toronto, Ontario, Canada on July 23, 2012 at 2:00 p.m.  (Toronto time). Meeting materials, including a Notice of Special  Meeting and Management Information Circular, are to be mailed the week  of June 25, 2012 to share and warrant holders of record as at the close  of business on June 18, 2012.  For online users, the meeting materials  have been filed electronically and are currently available under  PetroMagdalena's profile on SEDAR at www.sedar.com as well as on the  Company's website at www.petromagdalena.com. 

 The Arrangement is subject to, among other things, the affirmative vote  of at least 66⅔% of the votes cast by the holders of the Company's  shares and warrants, voting as a single class, present in person or  represented by proxy at the meeting and at least a majority of the  votes cast by the Company's shareholders present in person or  represented by proxy at the meeting, excluding votes cast by those  persons whose votes must be excluded pursuant to applicable Canadian  securities laws. 

 Following approval of the Arrangement at the meeting, PetroMagdalena  will, on July 24, 2012, return to court to seek a final order to  implement the Arrangement. The closing of the Arrangement is subject to  the satisfaction of certain customary closing conditions. Assuming that  these conditions are satisfied, PetroMagdalena expects that the closing  of the Arrangement will be completed on July 27, 2012. 

 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 1-416-867-2272 outside of North  America (collect calls accepted). 

 PetroMagdalea 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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