Petro Andina Resources has elected to make certain minor amendments to the Corporation's shareholder protection rights plan which is to be placed before shareholders at the upcoming annual and special meeting to be held May 28, 2009 (the Shareholder Meeting).

1. The definition of "Permitted Bid" contained in the Plan will be revised so that a take-over bid made for less than all of the Corporation's voting shares will be considered a Permitted Bid provided that such take-over bid complies with the other conditions set forth in the Plan.

2. As currently contemplated by the Plan, if a lock-up agreement permits the withdrawal of shares from the lock-up agreement in order to tender such shares to a competing take-over bid or other transaction that provides greater consideration only if the additional consideration exceeds a specified amount, then the specified amount must be an amount greater than 5% for such agreement to be considered a "Permitted Lock-up Agreement" under the Plan. The definition of "Permitted Lock-up Agreement" will be revised by increasing the 5% threshold to 7%.

3. The redemption of rights which are outstanding pursuant to the Plan will require not only the approval of the board of directors of the Corporation acting in good faith as is currently contemplated by the Plan but shall also require the prior consent of the shareholders of the Corporation.

The amendments to the Plan which are described above are being made at the request of an institutional shareholder who holds a significant number of the Corporation's shares and are intended to make the Plan more consistent with best practices in shareholder rights plans.

Tags: Petro Andina Resources Inc.