Rubiales/C&C/Platino -- summary under Shares for Shares and Nominal Cash

Overview

Pursuant to an Alberta Plan of Arrangement, TSX-listed Pacific Rubiales will acquire all of the outstanding common shares of C&C Energia (also TSX-listed) and holders of C&C Energia common shares will receive, in exchange for each of their common shares, 0.3528 of a common share of Pacific Rubiales, cash of $0.001 and one common share of Platino Energy. Platino Energy previously will have been incorporated and capitalized by C&C Energia to hold US$80 million in cash and (through a Barbados holding structure) exploration assets in Columbia, a branch of a Barbados IBC. C&C Energia will retain a 5% equity interest in Platino Energy. The former C&C Energia shareholders will hold approximately 7% of the Pacific Rubiales shares.

Plan of Arrangement

Under the Plan of Arrangement:

• Common shares of C&C Energia held by dissenting shareholders are surrendered to C&C Energia
• Options to acquire C&C Energia common shares which have not been exercised are cancelled, and each C&C Energia common share acquired on exercise of options on C&C Energia common shares is exchanged for 0.3528 of a common share of Pacific Rubiales and the right to receive one Platino Energy share (with delivery occurring subsequently)
• Class A shares (essentially, common shares but with a special class voting right) are added to the capital of C&C Energia, and each common share of C&C Energia is exchanged for a Class A share and a Platino Energy share, with the stated capital of the Class A shares being set at $1.00 in the aggregate
• Each Class A share (other any share already held by Pacific Rubiales) is exchanged with Pacific Rubiales for 0.3528 of a common share of Pacific Rubiales and cash of $0.001

Break fee

$15M.

Bump protection

Pursuant to a Reimbursement Agreement in which C&C Energia and Platino Energy will agree to share transaction costs on an 80/20 basis, Platino Energy (a.k.a. ExploreCo) agrees that

until the date that is two years following the Effective date, that ExploreCo shall not, and shall use commercially reasonable effort to cause any person with whom ExploreCo does not deal at arm's length, or any corporation of which ExploreCo or any person with whom ExploreCo does not deal at arm's length is a "specified shareholder" (as defined in paragraph 88(1)(c.2) of the tax Act) not to, purchase or otherwise acquire, directly or indirectly, shares in the capital of Pacific Rubiales, debt of Pacific Rubiales, or shares in the capital of or debt of Pacific Rubiales' affiliates, or any securities convertible or exchangeable into any such securities, or that derive their value, directly or indirectly, from any such securities.

Canadian tax consequences

S. 86 exchange. The fair market value of the distributed Platino Energy shares is not expected to exceed the paid-up capital of the C&C Energia common shares, so that no deemed dividend should arise on the exchange of the C&C Energia common shares for Class A shares and Platino Energy shares. S. 86 will apply to such exchange so that a holder of C&C Energia common shares will be considered to have disposed of its shares for the greater of their adjusted cost base and the fair market value of the Platino Energy shares received on the exchange. Management will issue its estimate of such fair market value.

Exchange of C&C Energia Class A shares

The exchange of C&C Energia Class A shares for Pacific Rubiales' shares and cash will not occur on a rollover basis unless a valid s. 85 election is made. Pacific Rubiales will jointly elect under s. 85(1) or (2) with eligible holders (Canadian residents, and non-residents whose shares are taxable Canadian property and not treaty-protected property) provided that it is provided with two signed and complete copies of the election form by 45 days following the effective date of the plan of arrangement.

Dissenters

Will (subject to s. 55(2)) be deemed to receive a dividend to the extent that the amount received (excluding an award of interest) exceeds the paid up capital of the C&C Energia common shares of the dissenter. C&C Energia will not designate such deemed dividend as an eligible dividend.

Qualified investments

The C&C Energia Class A shares (which will not be listed) will be qualified investments provided that the C&C Energia common shares are listed on the TSX or other designated stock exchange.

Non-residents

The exchange of C&C Energia Class A shares for Pacific Rubiales' shares and cash will not be subject to tax unless the C&C Energia Class A shares (which will not be listed on a designated stock exchange) constitute taxable Canadian property. Based on the types of property from which the Class A shares will derive their value, management does not anticipate that they will be taxable Canadian property.