PetroMagdalena completes shares for debt Issuance

TORONTO, Feb. 3, 2012 /PRNewswire/ – PetroMagdalena Energy Corp. (TSXV: PMD)
announced today that it has received TSX Venture Exchange approval of
its previously announced proposed issuance of shares to settle certain
debt owed to Pacific Rubiales Energy Corp. in connection the
exploration program at the Topoyaco block (see press release dated
January 26, 2012).

The Company confirms that it has issued 4,826,600 shares in the capital
of the Company at a deemed price of CA$1.25 per share in order to
settle a debt of approximately U.S.$6 million owed to Pacific Rubiales
in connection with a cash call as at December 31, 2011 for the Topoyaco
exploration program. After this issuance, the current issued and
outstanding number of common shares in the capital of the Company is
147,116,904.

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.

All monetary amounts in U.S. dollars unless otherwise stated. This news
release contains certain “forward-looking statements” and
“forward-looking information” under applicable Canadian securities laws
concerning the business, operations and financial performance and
condition of PetroMagdalena. Forward-looking statements and
forward-looking information include, but are not limited to, statements
with respect to estimated production and reserve life of the various
oil and gas projects of PetroMagdalena; the estimation of oil and gas
reserves; the realization of oil and gas reserve estimates; the timing
and amount of estimated future production; costs of production; success
of exploration activities; and currency exchange rate fluctuations.
Except for statements of historical fact relating to the company,
certain information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterized by
words such as “plan,” “expect,” “project,” “intend,” “believe,”
“anticipate”, “estimate” and other similar words, or statements that
certain events or conditions “may” or “will” occur. Forward-looking
statements are based on the opinions and estimates of management at the
date the statements are made, and are based on a number of assumptions
and subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of PetroMagdalena and there is no assurance they will prove to
be correct. Factors that could cause actual results to vary materially
from results anticipated by such forward-looking statements include
changes in market conditions, risks relating to international
operations, fluctuating oil and gas prices and currency exchange rates,
changes in project parameters, the possibility of project cost overruns
or unanticipated costs and expenses, labour disputes and other risks of
the oil and gas industry, failure of plant, equipment or processes to
operate as anticipated. Although PetroMagdalena has attempted to
identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or
results not to be anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. PetroMagdalena undertakes no obligation
to update forward-looking statements if circumstances or management’s
estimates or opinions should change except as required by applicable
securities laws. The reader is cautioned not to place undue reliance on
forward-looking statements.

Statements concerning oil and gas reserve estimates may also be deemed
to constitute forward-looking statements to the extent they involve
estimates of the oil and gas that will be encountered if the property
is developed. Boe may be misleading, particularly if used in isolation.
A boe conversion ratio of 6 mcf:1 bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead. Estimated values of
future net revenue disclosed do not represent fair market value.

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.

SOURCE PetroMagdalena Energy Corp.