The Share Purchase Agreement, dated October 19, 2007 between PF One Limited, a Cayman Islands corporation and Petro Rubiales, relates to the acquisition of the remaining 25% minority equity interest in RHL, a Cayman Islands corporation owned by PF One. German Efromovich and a family member currently hold the controlling interest in PF One. Mr. Efromovich is a non-executive Director of the Company and was appointed to the Board on July 16, 2007.
RHL owns 100% of Meta Petroleum Limited, a premier oil and gas operator, with assets in the Llanos Basin in the Meta Department of Colombia. Through its wholly-owned subsidiary MPL, RHL holds indirect interest in three hydrocarbon properties with Ecopetrol S.A, the Colombian, state-owned oil company, including; the Rubiales, Piriri and Quifa Blocks. Following the acquisition of the remaining 25% minority equity interest in RHL, the Company's working interest in the Rubiales and Piriri Association Contracts (after royalties) will increase from 23% and 28% respectively, to 30% and 38% respectively. MPL currently produces more than 23,000 (gross) barrels of heavy crude oil (12.5 degree API) per day from its Rubiales and Piriri Association Contracts.
Commenting on the RHL acquisition, President and Chief Executive Officer, Ronald Pantin said "we are delighted to increase our interest in RHL to 100%, following our initial acquisition of 75% in July this year. As a result of this opportunity to increase our equity interest, our current net production (after royalties) will increase by approximately 9%."
Consideration for the acquisition is US$10 million in cash, plus 85,000,000 common shares of Petro Rubiales. PF One currently owns 12,701,176 common shares of the Company and share purchase warrants entitling it to acquire an additional 6,350,588 common shares. Upon completion of the proposed acquisition, PF One would own 97,701,176 common shares representing 13.69% of the then 713,753,895 outstanding shares. Assuming exercise of all of the warrants owned by PF One, PF One would own 104,051,764 shares, or 14.45% of the then issued and outstanding shares of the Company. While PF One does not intend to acquire further securities of the Company, it may in the future acquire or dispose of securities of the Company, through the market or otherwise, as circumstances or market conditions warrant.
Closing is anticipated to take place within ten (10) business days and is subject to TSX Venture Exchange approval.
Petro Rubiales, a Canadian-based company and producer of heavy crude oil, acquired an initial 75% interest in Rubiales Holdings Limited, owner of 100% of Meta Petroleum Limited, a Colombian oil and gas operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol S.A. the Colombian, state-owned oil company. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia.
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