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Pacific Rubiales announces agreement to invest $35 million to acquire control of CGX Energy

February 28, 2013

TORONTO, Feb. 27, 2013 /PRNewswire/ – Pacific Rubiales Energy Corp. (TSX: PRE;
BVC: PREC; BOVESPA: PREB) announced today that it has entered into a
binding term sheet with CGX Energy Inc. (TSX-V – OYL), pursuant to
which Pacific Rubiales has agreed to invest Cdn$35,000,000 in CGX at a
price of Cdn$0.14 per unit for an aggregate of 250 million units. Each
unit will consist of one common share and one common share purchase
warrant of CGX, with each warrant being exercisable to acquire one CGX
common share at an exercise price of Cdn$0.20 per share for a period of
five years following the date of issuance of the units.

Ronald Pantin, Chief Executive Officer of the Company, commented: “This
is a great opportunity for the Company to expand and deepen its
investment in the highly prospective offshore Guyana oil play. We
consider CGX’s large acreage position in Guyana to be a premier, world
class exploration asset in an offshore basin with analogous geology to
West Africa, Brazil and Venezuela. This investment is well aligned with
the Company’s technical strengths, strategy of early stage large
resource capture and objective of being the leading Latin American
independent explorer and producer of hydrocarbons.”

The private placement is subject to approval of the TSX Venture Exchange
(“TSXV”) and other customary closing conditions.  CGX engaged GMP
Securities L.P. as its financial advisor for the private placement, the
net proceeds of which will enable CGX to discharge its immediate
obligations under its Georgetown PA Joint Operating Agreement and to
continue to fund its other near term obligations.  Upon closing of the
investment, the board of directors of CGX will be reconstituted to
ensure that a majority of the directors are nominees of Pacific
Rubiales.

The parties contemplate closing the private placement as soon as
possible; however, not later than March 11, 2013 unless otherwise
agreed to by the Company, GMP and CGX.

Pacific Rubiales, a Canadian company and producer of natural gas and
crude oil, owns 100% of Meta Petroleum Corp., which operates the
Rubiales, Piriri and Quifa heavy oil fields in the Llanos Basin, and
100% of Pacific Stratus Energy Colombia Corp., which operates the La
Creciente natural gas field in the northwestern area of Colombia. 
Pacific Rubiales has also acquired 100% of PetroMagdalena Energy Corp.,
which owns light oil assets in Colombia, and 100% of C&C Energia Ltd.,
which owns light oil assets in the Llanos Basin.  In addition, the
Company has a diversified portfolio of assets beyond Colombia, which
includes producing and exploration assets in Peru, Guatemala, Brazil,
Guyana and Papua New Guinea.

The Company’s common shares trade on the Toronto Stock Exchange and La
Bolsa de Valores de Colombia and as Brazilian Depositary Receipts on
Brazil’s Bolsa de Valores Mercadorias e Futuros under the ticker
symbols PRE, PREC, and PREB, respectively.

Advisories

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements. All statements,
other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding estimates and/or assumptions in
respect of production, revenue, cash flow and costs, reserve and
resource estimates, potential resources and reserves and the Company’s
exploration and development plans and objectives) are forward-looking
statements. These forward-looking statements reflect the current
expectations or beliefs of the Company based on information currently
available to the Company. Forward-looking statements are subject to a
number of risks and uncertainties that may cause the actual results of
the Company to differ materially from those discussed in the
forward-looking statements, and even if such actual results are
realized or substantially realized, there can be no assurance that they
will have the expected consequences to, or effects on, the Company.
Factors that could cause actual results or events to differ materially
from current expectations include, among other things: uncertainty of
estimates of capital and operating costs, production estimates and
estimated economic return; the possibility that actual circumstances
will differ from the estimates and assumptions; failure to establish
estimated resources or reserves; fluctuations in petroleum prices and
currency exchange rates; inflation; changes in equity markets;
political developments in Colombia, Peru, Guatemala, Brazil, Papua New
Guinea or Guyana; changes to regulations affecting the Company’s
activities; uncertainties relating to the availability and costs of
financing needed in the future; the uncertainties involved in
interpreting drilling results and other geological data; and the other
risks disclosed under the heading “Risk Factors” and elsewhere in the
Company’s annual information form dated March 14, 2012 filed on SEDAR
at www.sedar.com. Any forward-looking statement speaks only as of the date on which it
is made and, except as may be required by applicable securities laws,
the company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise. Although the Company believes
that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein.

In addition, reported production levels may not be reflective of
sustainable production rates and future production rates may differ
materially from the production rates reflected in this press release
due to, among other factors, difficulties or interruptions encountered
during the production of hydrocarbons.

Translation

This news release was prepared in the English language and subsequently
translated into Spanish and Portuguese. In the case of any differences
between the English version and its translated counterparts, the
English document should be treated as the governing version.

SOURCE Pacific Rubiales Energy Corp.


Source: PR Newswire