Petrominerales announced it has entered into an agreement with Pacific Rubiales Energy Corp. under which Pacific Rubiales will acquire all of the outstanding shares of Petrominerales by way of a plan of arrangement under the Business Corporations Act (Alberta). Pursuant to the Arrangement, each share of Petrominerales will be exchanged for cash consideration of CAD 11.00 and one share of a new Brazil-focused exploration and production company ("ExploreCo") based in Calgary, Alberta.

As part of the Arrangement, ExploreCo will be capitalized with CAD 100 million in cash and Petrominerales' 75% interest in Alvopetro S.A. Extração de Petroleo e Gás Natural. Following the Arrangement, ExploreCo will have a highly prospective acreage position and a well-funded balance sheet combined with an experienced team of professionals. ExploreCo will be a growth-oriented exploration and resource development company led by Corey C. Ruttan, current President and Chief Executive Officer of Petrominerales, and John Koch, current Chief Operating Officer.

John D. Wright, the founder of Petrominerales, and current Chairman on the Board, will join ExploreCo as Chairman of the Board. Mr. Wright is also the President, Chief Executive Officer and a Director of Lightstream Resources Ltd. The remainder of the management team and the Board of Directors of ExploreCo will be appointed prior to the closing of the Arrangement.