PetroMagdalena Securityholders Approve Plan of Arrangement with Pacific Rubiales Energy Corp.

    




 TORONTO, July 23, 2012 /CNW/ - PetroMagdalena Energy Corp.  is pleased to announce that holders of PetroMagdalena common shares and  common share purchase warrants (collectively, "Securityholders") have approved the previously announced Plan of Arrangement involving  PetroMagdalena, the Securityholders and 0942183 B.C. Ltd., a wholly  owned subsidiary of Pacific Rubiales Energy Corp.  (BVC:  PREC) (BOVESPA: PREB). 

 At the special meeting of Securityholders held today, approximately  95.87% of all Securityholders, present in person or represented by  proxy and voting as a single class, voted in favor of the Plan of  Arrangement.  Approximately 93.37% of "minority" holders of common  shares also voted in favour of the Plan of Arrangement. 

 The hearing in respect of the final order of the Supreme Court of  British Columbia approving the Plan of Arrangement is scheduled for  Tuesday, July 24, 2012.  Under the Plan of Arrangement, (i) each former  holder of common shares will receive C$1.60 in cash for each common  share held immediately prior to the Plan of Arrangement becoming  effective, and (ii) each former holder of common share purchase  warrants will receive C$0.25 in cash for each common share purchase warrant held immediately  prior to the Plan of Arrangement becoming effective. Further details  regarding the Plan of Arrangement are set out in PetroMagdalena's  notice of special meeting of Securityholders and Information Circular  dated June 21, 2012, a copy of which is available at www.sedar.com under PetroMagdalena's profile and on PetroMagdalena's website  www.petromagdalena.com. 

 Assuming all conditions of the Plan of Arrangement are satisfied or  waived, PetroMagdalena expects the Plan of Arrangement to become  effective on or about July 27, 2012. If the Plan of Arrangement is  effected on July 27, 2012, the common shares and common share purchase  warrants will be delisted from the TSX Venture Exchange at the close of  business on July 30, 2012. 

 About PetroMagdalena Energy Corp. 

 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. 

 Forward-Looking Statement  

 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 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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