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Press release from CNW Group

Pacific Rubiales announces temporary incentive conversion rate increase for its convertible debentures

Monday, November 07, 2011

Pacific Rubiales announces temporary incentive conversion rate increase for its convertible debentures07:00 EST Monday, November 07, 2011/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/TORONTO, Nov. 7, 2011 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC) announced today the temporary incentive conversion rate increase for its CAD$240 million 8% convertible, unsecured, subordinated debentures due August 29, 2013 (the "Debentures").  As previously announced on October 25, 2011, the Company has commenced an incentive opportunity for holders of Debentures to voluntarily convert their Debentures at an increased conversion rate that reflects the current conversion rate of the Debentures into common shares of the Company ("Common Shares"), plus an incentive amount payable in Common Shares (together, the "Incentive Conversion Rate") for a temporary period commencing November 9, 2011 and expiring at 5:00 p.m. (Toronto time) on November 29, 2011 (the "Early Conversion Period").Based on a volume weighted average price of CAD$23.16 which was determined by taking the simple average of the daily volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the seven trading day period commencing on Thursday, October 27, 2011 up to and including Friday, November 4, 2011, the Incentive Conversion Rate will be 86.5733 Common Shares per CAD$1,000 face amount of Debentures for Debenture holders who elect to convert during the Early Conversion Period.  The Common Shares issued at the Incentive Conversion Rate will be freely tradeable Common Shares.Debenture holders who choose to convert their Debentures during the Early Conversion Period will, pursuant to the Incentive Conversion Rate, receive 86.5733 Common Shares per CAD$1,000 face amount of Debentures, as compared with 77.9359 Common Shares per CAD$1,000 face value of Debentures that would otherwise be receivable on a conversion of the Debentures into Common Shares. Debenture holders who do not convert their Debentures early during the Early Conversion Period will not be entitled to the benefit of the Incentive Conversion Rate and will not receive the additional Common Shares.Holders who convert their Debentures during the Early Conversion Period will also be entitled to receive accrued and unpaid interest up to and including the date that is one day prior to the conversion date payable in cash pursuant to the terms of the Indenture.For a discussion of some of the Canadian federal income tax considerations relating to conversion for the Debentures, please see the final short form prospectus dated August 22, 2008 under which the Debentures were issued, which is available on the Company's website at www.pacificrubiales.com. Debenture holders should consult their own tax advisors with respect to the tax consequences attributable to the conversion of the Debentures.RBC Capital Markets is acting as the financial advisor to the Company with respect to the transaction.  The Company has retained Kingsdale Shareholder Services Inc. ("Kingsdale") as solicitation agent.  Debenture holders may contact Kingsdale toll-free in North America at 1-877-659-1821 or collect outside North America at (416) 867-2272 or by email at contactus@kingsdaleshareholder.com.  Debenture holders are urged to contact their brokers well in advance of the expiry of the Early Conversion Period.Prior to the commencement of the Early Conversion Period, the Company reserves the right to withdraw the Notice and Incentive Conversion Rate should market conditions materially deteriorate.Pacific Rubiales, a Canadian-based company and producer of natural gas and heavy crude oil, owns 100 percent of Meta Petroleum Corp., a Colombian oil operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol, S.A., the Colombian national oil company. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia as well as in other areas in Colombia and northern Peru. Pacific Rubiales has working interests in 46 blocks in Colombia, Peru and Guatemala.The Company's Shares trade on the Toronto Stock Exchange and La Bolsa de Valores de Colombia under the ticker symbols PRE and PREC, respectively.Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 5.7 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.Cautionary Note Concerning Forward-Looking InformationThis news release contains forward-looking information. All information, 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) is forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is 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, Guatemala or Peru; 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 10, 2011 on SEDAR at www.sedar.com. Any forward-looking information 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 information, 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 information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.For further information: Mr. Ronald Pantin Chief Executive Officer and Director Mr. José Francisco Arata President and Director (416) 362-7735 Christopher LeGallais Sr. Vice President, Investor Relations (647) 295-3700 Ms. Carolina Escobar V Investor Relations, Colombia (57 1) 628-3970