PetroMagdalena Energy Corp. Obtains Interim Court Order for Arrangement with Pacific Rubiales Energy Corp.
24 Juin 2012 - 7:44AM
PR Newswire (Canada)
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
contactus@kingsdaleshareholder.com 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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