C&C Energia Ltd. has entered into an agreement with Pacific Rubiales Energy Corp. under which Pacific Rubiales will acquire all of the issued and outstanding shares of C&C Energia by way of a plan of arrangement under theBusiness Corporations Act (Alberta). Under the terms of the Arrangement Agreement, each common share of C&C Energia will be exchanged for 0.3528 common shares of Pacific Rubiales, cash consideration of $0.001 and one common share of a new Colombia focused junior exploration company based in Calgary, Alberta (the "Proposed Arrangement"). Additionally, Pacific Rubiales will acquire a 5% shareholding interest in Newco in the Proposed Arrangement.

In connection with the Proposed Arrangement, C&C Energia will transfer to Newco its Colombian exploration assets in the Putumayo and Middle Magdalena Basins and approximately US$80 million in cash, subject to working capital adjustments. The exploration assets comprise C&C Energia's participating interests in the Coati, Andaquies, Putumayo-8 and Morpho blocks. Newco will have a prospective acreage position with several drill-ready prospects in 2013, a well-funded balance sheet combined with an experienced exploration and management team.

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