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Press release from CNW Group

Pacific Rubiales Announces Results of its Temporary Incentive Conversion Rate Increase for its Convertible Debentures

Wednesday, November 30, 2011

Pacific Rubiales Announces Results of its Temporary Incentive Conversion Rate Increase for its Convertible Debentures16:00 EST Wednesday, November 30, 2011/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/TORONTO, Nov. 30, 2011 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE) (BVC: PREC) announced today the results of its 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 implemented an incentive opportunity for holders of Debentures to voluntarily convert their Debentures from November 9, 2011 until November 29, 2011 at 5:00 p.m. (Toronto time) (the "Early Conversion Period") at an increased conversion rate of 86.5733 common shares per CAD$1, 000 face amount of Debentures (the "Incentive Conversion Rate").During the Early Conversion Period, CAD$236,223,000 or 98.9% of the Debentures were converted early, representing an issuance of 20,450,600 common shares in the capital of the Company, of which 2,040,352 represents the incentive common shares.  The dilution to the Company's existing shareholders attributable to the incentive common shares represents less than 1% of the issued and outstanding common shares.Ronald Pantin, Chief Executive Officer of the Company, stated: "The early conversion program has enabled the Company to reduce the amount of debt on its balance sheet, which will allow us maximum flexibility to continue to pursue our growth strategy.  Our recently announced credit upgrade is further evidence of the strength of our balance sheet."Debenture holders who did 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.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 acted as the financial advisor to the Company with respect to the transaction.  The Company also retained Kingsdale Shareholder Services Inc. ("Kingsdale") as solicitation agent.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, and 100 percent of Pacific Stratus Energy Corp. which operates the La Creciente natural gas field. 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.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. Christopher (Chris) LeGallais Sr. Vice President, Investor Relations (647) 295-3700 Ms. Carolina Escobar V Manager, Investor Relations (57 1) 628-3970 Ms. Belinda Labatte (647) 428-7035