Proposed cancellation of the admission to trading on AIM of the Ordinary Shares and re-registration as a private limited company Third-Party Trading Facility available to acquire the shares of minority shareholders at a price of 19.5 pence per Ordinary

PetroLatina Energy Plc
(PetroLatina or the Company)

Proposed cancellation of the admission to trading on AIM of the Ordinary Shares and re-registration as a private limited company

Third-Party Trading Facility available to acquire the shares of minority shareholders at a price of 19.5 pence per Ordinary Share

Notice of General Meeting


PetroLatina (AIM: PELE), the independent oil and gas exploration, development and production company focused on Latin America, announces that a General Meeting (General Meeting or GM) of the Company will be held at the offices of FTI Consulting, located at 8th Floor, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB at 10.00 a.m. on 9 March 2012 to seek approval from Shareholders of the Company for, inter alia, the cancellation of the admission of the Company’s Ordinary Shares of US$0.10 each to trading on AIM (the De-listing) and re-registration of the Company as a private limited company (the “Re-registration”) further to a request received from the Tribeca Group and the JCR Group.

PetroLatina has today posted a circular (the Circular) and notice of GM together with a form of proxy to Shareholders. Shareholders will be asked to approve the Resolutions in respect of, inter alia, the De-listing and Re-registration either in person or by proxy at the GM. Under the AIM Rules, the De-listing can only become effective after the relevant Resolution has been passed by not less than 75 per cent. of the votes cast by Shareholders.

This announcement provides details, inter alia, on the background to, and reasons for, the proposed De-listing and Re-registration and the principal effects of the proposed De-listing and Re-registration.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed De-listing. This notice is conditional upon not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the General Meeting voting in favour of the Resolutions. Subject to requisite Shareholder approval, the De-listing is expected to become effective from 7.00 a.m. on 16 March 2012.

The Company has received irrevocable undertakings to vote in favour of the Resolutions at the General Meeting from (i) the Tribeca Group (consisting of Tribeca Asset Management Inc., Tribeca Oil and Gas Financing Inc., Tribeca Oil and Gas Inc., Luc Gerard and Ciro Méndez), which is collectively interested in 76,416,025 Ordinary Shares representing approximately 62.83 per cent. of the Company’s issued ordinary share capital and (ii) the JCR Group (consisting of Juan Carlos Rodriguez, Athos Enterprises Limited, Rorick Ventures Group Inc. and Lyan Financial Corporation), which is collectively interested in 13,021,629 Ordinary Shares, representing approximately 10.71 per cent. of the Company’s issued ordinary share capital. Accordingly, the Company has received irrevocable undertakings to vote in favour of the Resolutions at the General Meeting in respect of, in aggregate, 89,437,654 Ordinary Shares, representing approximately 73.54 per cent. of the issued Ordinary Shares.

The Independent Directors, the Tribeca Group and the JCR Group recognise that the proposed De-listing will make it considerably more difficult for the Minority Shareholders to sell or buy Ordinary Shares. Accordingly, in order to assist those Minority Shareholders who wish to dispose of their Ordinary Shares and realise their investment in the Company, TOGI and Rorick have engaged the services of Optiva Securities Limited to operate the Third-Party Trading Facility to acquire, on behalf of TOGI and Rorick, Ordinary Shares held by those Minority Shareholders who wish to sell, for a period of two months from the date of the Circular, ending on 16 April 2012 (subject to extension by TOGI and Rorick, acting in their absolute discretion), at a set price in cash of 19.5 pence per Ordinary Share representing a 23.12 per cent. premium to the volume weighted average Closing Price of 15.84 pence per Ordinary Share for the six months up to and including 15 February 2012, being the last Business Day prior to the date of this announcement. A total of US$5.35 million is being made available by TOGI and Rorick to acquire Ordinary Shares pursuant to the Third-Party Trading Facility.

In view of their collective interests and connections with the Tribeca Group and the JCR Group, Messrs Gerard, Méndez and Rodriguez have taken no part in the Independent Directors’ decision to unanimously recommend that Shareholders vote in favour of the Resolutions.

Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the Circular, which is available to download from the Company’s website at www.petrolatinaenergy.com.

Background to, and reasons for, the De-listing and the Re-registration

Since Tribeca’s first investment in the Company in May 2008, Tribeca has invested a total of approximately US$51.17 million into the Company via a combination of both equity and convertible loan notes (all of which have subsequently been converted in full). As a result of these investments and personal share purchases by Messrs Gerard and Méndez, the Tribeca Group has to date acquired an aggregate interest (both legal and beneficial) in the Company of 76,416,025 Ordinary Shares representing approximately 62.83 per cent. of the Company’s issued ordinary share capital.

In addition, via equity placings in July 2010, the JCR Group invested US$5 million into the Company and, together with the consideration and interest shares received in May and July 2008 further to the Company’s acquisition of Petróleos Del Norte S.A. (PDN), and personal share purchases by Mr Rodriguez, now holds an aggregate interest (both legal and beneficial) in the Company of 13,021,629 Ordinary Shares, representing approximately 10.71 per cent. of the Company’s issued ordinary share capital.

As noted in the Chairman’s Statement set out in the Company’s annual report and financial statements for the year ended 31 December 2010, the Board has for some time been concerned that the Company’s market capitalisation on AIM has failed to fully reflect the Board’s perceived current and future intrinsic, underlying value of the business and its prospects and, accordingly, has been reviewing and evaluating strategic alternatives to further develop the Company and maximise Shareholder value. As a result of this exercise, the Company has recently received a request from the Tribeca Group and the JCR Group to consider seeking Shareholders’ approval for the cancellation of the admission of the Company’s Ordinary Shares to trading on AIM. Accordingly, the Company’s two non-executive directors, Messrs May and Wiebe, were duly appointed as an independent committee to consider the De-listing proposal on behalf of the Company and its Shareholders as a whole.

The Independent Directors are cognisant of the fact that should the Tribeca Group and/or the JCR Group choose to do so, they have the ability under the Articles and English company law to formally requisition a general meeting of the Company to propose that a special resolution be tabled to effect a de-listing requiring the approval of not less than 75 per cent. of the votes cast by Shareholders. The Independent Directors consider that it is most likely that such a resolution would be duly passed in light of the Tribeca Group’s and the JCR Group’s substantial shareholding positions in the Company, together totalling approximately 73.54 per cent. of the Company’s issued ordinary share capital, such that they believe that it is inevitable that a de-listing will be secured.

Against this backdrop, the Independent Directors entered into discussions with representatives of the Tribeca Group and the JCR Group to seek to negotiate an exit opportunity for those Minority Shareholders who do not wish to remain investors in the shares of an unquoted company. Details of the resultant Third-Party Trading Facility, providing an opportunity for Minority Shareholders to realise their investment in the Ordinary Shares at a price of 19.5 pence per Ordinary Share, representing a 23.12 per cent. premium to the volume weighted average Closing Price of 15.84 pence per Ordinary Share for the six months up to and including 15 February 2012, being the last Business Day prior to the date of this announcement, are set out below.

In addition, the Independent Directors have also assessed the merits of potentially maintaining the admission of the Company’s Ordinary Shares to trading on AIM and do not believe that the Company would receive significant benefits from doing so. In particular, one of the principal reasons for the Listing was to provide the Company with the ability to access capital in order to fund its operations and the implementation of its business strategy and to use its Ordinary Shares to fund growth, both organically and through the potential acquisition of attractive additional exploration and producing assets. The Company’s share price performance since listing on AIM in January 2005 has been unsatisfactory, with the share price notably falling significantly over the course of the last twelve months despite the publication of a number of positive developments for the Company including an increased independent NPV10 figure for the Group’s 3P reserves of US$280.6 million, a successful farm-out to Shell Exploration and Production Colombia GmbH (Shell E&P Colombia), an affiliate of the Royal Dutch Shell group of companies, of an 85 per cent. participating interest in the Company’s VMM-28 exploration block in the Middle Magdalena basin for US$15 million in cash and, most recently, a new senior secured debt facility with BNP Paribas (“BNP”) with an increased initial borrowing base, increased total facility size and 50 per cent. reduction in the rate of interest payable versus the previous facility with Macquarie. Trading volumes and liquidity in the Ordinary Shares has also deteriorated over this period, with only a limited proportion of the issued Ordinary Shares currently remaining in public hands. Accordingly, the Independent Directors do not believe that the Company would be able to independently raise significant funds for its further development at an acceptable price through further issues of Ordinary Shares to investors in the foreseeable future.

As a relatively small UK quoted company with principally overseas operations and trading activities in Colombia, the Independent Directors also believe that the Company will continue to struggle to attract and retain sufficient research coverage, institutional interest and level of market rating that would make retaining its existing AIM quotation worthwhile.

Furthermore, the Independent Directors have considered the numerous ongoing costs, management time, regulatory burden and reporting requirements associated with maintaining the public Listing and believe that such costs and administrative requirements can no longer be justified in light of the current challenging global macroeconomic trading environment and the tightly held nature of the Ordinary Shares, with the Tribeca Group and the JCR Group collectively being interested, in aggregate, in approximately 73.54 per cent. of the issued Ordinary Shares.

For the reasons outlined above, the Independent Directors believe that, particularly given the persistent lack of liquidity, relatively small market capitalisation and concentrated ownership base on the Company’s shareholder register, it is in the best interests of the Company and its Shareholders as a whole for the De-listing and Re-registration to be effected as soon as possible and that the General Meeting should therefore be duly convened.

Shareholders are reminded that as previously announced in May 2008, whilst PetroLatina is a public limited company registered in England, its central place of management and control remains outside the UK and therefore the Company is not currently resident in the UK, the Channel Islands or the Isle of Man for the purposes of the City Code. As a result, the provisions of the City Code do not currently apply to the Company and Shareholders are not entitled to the protections afforded by the City Code.

Principal effects of the De-listing and Re-registration

The principal effects of the De-listing and Re-registration, and the factors that the Independent Directors believe that Shareholders should take into consideration when deciding whether or not to vote in favour of the Resolutions, include the following:

There will be no public market or trading facility on any recognised investment exchange for the Ordinary Shares and, consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. Hence, the opportunity for Shareholders to realise their investment in the Company will be more limited;

It is probable that following publication of the Circular, the liquidity and marketability of the Ordinary Shares will be significantly reduced and the value of such shares may be adversely affected as a consequence;

The regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply. The Company will therefore achieve cost savings as a result of no longer being subject to the provisions of this regime;

Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events, including substantial transactions, financing transactions, related party transactions and fundamental changes in the Company’s business, including certain acquisitions and disposals;

The Company will cease to have an independent financial and nominated adviser and broker;

As a private limited company, the Company will be subject to fewer operational restrictions than as a public company, and will no longer be required to, inter alia, hold annual general meetings; lay accounts before a general meeting; or retain a company secretary. In addition, as a private limited company, the Company will be subject to less stringent accounting requirements; and

As a private limited company, the Company will be controlled by a limited number of substantial and significant Shareholders, namely TOGI, TOGF, the JCR Group and Macquarie, who have conditionally entered into a Shareholders Agreement between themselves and the Company which will govern, inter alia, how they operate the Company going forwards. Details of the principal terms of this proposed Shareholders Agreement, which will become unconditional on the De-listing being effected, are summarised in Part II of the Circular.

Current trading and future prospects

Further to the Company’s unaudited interim results for the six month period ended 30 June 2011, announced on 22 September 2011, the Group has continued to trade in line with management’s expectations and has successfully secured additional funds to finance a significant proportion of the extensive ongoing work programme outlined therein. Accordingly, the Group’s aggressive 2012 drilling campaign comprising of at least three exploratory wells and two development wells is now progressing, aimed at increasing production within its existing fields and making new discoveries in prospects on its exploration blocks. In particular, in December 2011, the Company entered into a new senior secured credit agreement with BNP to replace the previous facility with Macquarie. BNP arranged a revolving senior secured loan facility of up to US$100 million, of which US$36 million was made available and drawndown on completion of the credit facility documentation. Of this US$36 million, approximately US$29.425 million was utilised to repay the Company’s previous facility and close out all of the related oil price hedging contracts with Macquarie. The new facility has a lower borrowing cost of three month US dollar LIBOR plus 4.5 per cent. per annum, as opposed to a minimum of three month US dollar LIBOR plus 7.5 per cent. under the previous Macquarie facility. In addition, in early November 2011 the Company successfully completed its farm-out agreement with Shell E&P Colombia in respect of the Company’s VMM-28 exploration block following approval from the Agencia Nacional de Hidrocarburos (ANH), receiving a total fee of US$15 million in cash, further details of which are summarised below.

Operational highlights

Average gross production rate, for all fields in which the Group holds an interest, for the period from 1 January 2011 to 31 December 2011, increased by approximately 33.5 per cent. to 2,415 bopd (2010: 1,809 bopd).

Average net production rate attributable to the Group’s interests increased by approximately 30.4 per cent. to 1,046 bopd (2010: 802 bopd).

Total gross production for all fields in which the Group holds an interest increased by approximately 33.5 per cent. to 881,440 bbls (2010: 660,137 bbls).

Total net production for all fields in which the Group holds an interest increased by approximately 30.4 per cent. to 381,675 bbls (2010: 292,694 bbls).

Review of operations

Colombian assets

La Paloma field

The La Paloma field produced 176,141 gross bbls (2010: 185,874 bbls) at an average daily gross production rate of 483 bopd (2010: 509 bopd). Net oil production to the Group from the La Paloma field was 147,022 bbls (2010: 154,280 bbls) at an average daily net production rate of 403 bopd (2010: 423 bopd).

Two new well locations have been defined for the Colón-4 and Colón-5 wells based on seismic attributes studies and new seismic interpretation. Drilling at Colón-4 has recently commenced and Colón-5 is anticipated to be spudded during the first half of 2012.

One exploratory well (el Juglar-1) is currently intended to be drilled in late April 2012, targeting the prolific Umir formation as its primary target and the La Paz formation as its secondary target.

Tisquirama Licence and Lebrija Licence

During 2011, the Santa Lucia, Los Angeles and Querubin fields (Tisquirama Licence) and the Doña Maria field (Lebrija Licence) produced 463,462 gross bbls (2010: 462,847 bbls) at an average daily gross production rate of 1,270 bopd (2010: 1,268 bopd). Total net oil production to the Group from the Tisquirama Licence and the Lebrija Licence in 2011 was 115,816 bopd (2010: 128,966 bbls) at an average daily net production rate of 317 bopd (2010: 353 bopd).

A review of the existing reservoir and well information is ongoing in order to re-evaluate the future potential of the Doña Maria field, with a well work proposal currently expected to be released in the first quarter of 2012. The field currently has two producing wells.

Midas Exploration and Production Agreement

Despite being impaired at the end of 2009, the Midas field produced 13,498 gross bbls in 2011 (2010: 11,416 gross bbls) at an average daily gross production rate of 37 bopd (2010: 31 bopd). Net oil production to the Group from the Midas field was 11,533 bbls (2010: 9,447 bbls) at an average daily net production rate of 32 bopd (2010: 26 bopd).

The Chuira-1 well is still producing on natural flow at a stable gross rate of 32 bopd. No additional workovers have been carried out on this well. Additional seismic attribute studies are being conducted by Arcis Corporation in order to complement the detailed fracture study over the 3D seismic volume to define potential future development and deeper exploratory wells in this area. In addition, a surface geological study over the La Luna formation (limestone) was completed during the year providing important results on rock properties, organic matter content, fracture patterns and stratigraphical information in respect of the Chuira reservoir. These studies provide a clearer picture for incremental production through future drilling in the area.

As anticipated, production from the Zoe-1 well has continued to be unstable with increasing water cut. Accordingly, the Company currently intends leaving this well on production until the water cut reaches 100 per cent., at which point the well will then be plugged and abandoned. The Zoe-1 well was fully impaired in the Company’s previously reported financial results for 2009 and 2010.

Exploration activity on the block continues with the initial processing of the recently completed 78km2 of new 3D seismic ongoing. Utilising this seismic, a new exploratory prospect is expected to be defined in the central part of the block for possible drilling in the second half of 2012.

Putumayo-4 Exploration and Production Agreement

PetroLatina, via PDN, is the operator of this exploration block and currently holds a 100 per cent. legal interest, pending the proposed assignment of a 50 per cent. legal interest to La Cortez Energy Colombia Inc. (La Cortez), further to the terms of the previously announced joint operating agreement. The ANH has recently informed the Company that it requires an appropriate guarantee or surety from La Cortez in respect of its 50 per cent. share of the work commitments set out in the Company’s exploration and production contract (the E&P Contract) with the ANH before approving such assignment and the Board understands that La Cortez is currently seeking to satisfy the ANH’s requirements.

Under the terms of the E&P Contract, PetroLatina is required to shoot a minimum of 103km of 2D seismic data and to drill at least one exploratory well within the first three years of its work programme. The E&P Contract, effective 23 August 2009, comprises two 3 year exploration phases and a 24 year production phase. Since securing the block, the Company has reprocessed 1,300km of historic 2D seismic from different vintages and, as announced on 7 November 2011, has completed the requisite local community consultation process in order to commence its 2D seismic acquisition programme in the north part of the block. Accordingly, further to a recently completed competitive tender process, the Company currently intends initiating the acquisition of up to 160km of 2D seismic in late March 2012 in order to fulfill its commitment of expending an additional US$1.6 million on 2D seismic. The Company is also continuing to work and consult with the local communities to enable it to spud its first exploration well later this year. In addition, an Environmental Impact Study (Estudio de Impacto Ambiental - EIA) is ongoing and, when completed, will be presented to the relevant authorities in order to obtain the necessary exploration well drilling licence.

VMM-28 Exploration and Production Agreement

In early November 2011, PetroLatina received approval from the ANH and thereby finalised the farm-out agreement with Shell E&P Colombia in respect of the Company’s VMM-28 exploration block. Under the terms of the agreement, Shell E&P Colombia paid PetroLatina a total fee of US$15 million in cash and now owns an 85 per cent. participating interest in the block. The Company’s Colombian operating subsidiary retains a 15 per cent. legal interest, with an option to participate in the block on expiry of an agreed exclusivity period and reimbursement of its share of Shell E&P Colombia’s total sunk costs to the date of exercise of the option. Upon the potential future exercise of the option, PetroLatina shall pay its share of the ongoing costs, expenses and liabilities associated with the block. Shell E&P Colombia has now become exclusive operator of the contract for a period of six years or, if earlier, until Declaration of Commerciality (the Exclusivity Period) and will pay for 100 per cent. of the costs, expenses and liabilities associated with the work obligations for the VMM-28 block during this Exclusivity Period.

RZA pipeline

During 2011, 1,179,378 bbls (2010: 1,109,788 bbls) or 3,231 bopd (2010: 3,041 bopd) were transported through the Group’s RZA pipeline.

Serafin gas development

Initial commercial gas sales commenced at a stable rate of 5.5 mmscf/d in March 2011 and an average production rate of 4.3 mmscf/d has been maintained to date. Since being placed on an extended test in late March 2011, a gross total of 228,339 boe of gas has been produced from the Serafin-1 gas well, of which 107,284 boe is net to the Company.

The Board continues to believe that there is a high probability of further gas deposits on the licence area and the Company is currently conducting studies using its existing 3D seismic coverage to identify further drillable prospects.

The Company has a 50 per cent. working interest in the project, which will be reduced to 25 per cent. in the event that Ecopetrol S.A., Colombia’s state oil company, exercises its back-in right, which can only occur once the Company has fully recovered its incurred capital expenditure from revenues.

Guatemalan assets

Further to the terms of the sale of the Company’s assets (Licences A7-2005 and A-6-93) in Guatemala to Quetzal Energy Limited (“Quetzal”) in July 2007, PetroLatina retained a 20 per cent. carried interest in the first three wells to be worked over, and a 20 per cent. working interest in all future wells. The Board understands that the Atzam-2 well is still currently producing and has approached Quetzal on a number of occasions regarding the Company’s carried interest in this well. To date, no satisfactory responses have been received and the Board intends to continue to pursue Quetzal and to seek recovery of the Company’s share of production revenues.

The Board notes that, in January 2012, Quetzal announced that it had entered into a definitive agreement with SGS Acquisition Company Limited (“SGS”) to sell 100 per cent. of Quetzal’s wholly owned subsidiary, which holds its Guatemalan operations, to SGS. SGS is a special purpose vehicle formed and organised under the laws of Barbados to focus on the resource sector. Further to the announcement made by Quetzal, the Board understands that Quetzal’s subsidiary’s estimated total oil production was approximately 6,000 bbls for its fiscal year ended 31 December 2011 (2010: 3,850 bbls; 2009: 5,905 bbls).

Strategy following the De-listing

Following implementation of the De-listing, the Board intends to continue its efforts to develop the Company’s oil and gas assets in a proper and orderly fashion, and to access the additional capital necessary to fund such business activities, in pursuit of its stated objective to grow PetroLatina into one of the major, technologically advanced players in Colombia’s oil and gas industry.

The Board will continue to keep Shareholders informed of the Company’s progress through updates on the Company’s website at www.petrolatinaenergy.com. In addition, the Board will continue to send Shareholders copies of the Company’s annual report and financial statements and hold general meetings, in accordance with applicable statutory requirements and the New Articles.

New Articles and Shareholders Agreement

Following the De-listing becoming effective, the Company will re-register as a private limited company and will adopt new and more appropriate articles of association. A copy of the proposed New Articles will be made available for inspection at the General Meeting and on the Company’s website.

In addition, the Company, TOGI, TOGF, the JCR Group and Macquarie have conditionally entered into a Shareholders Agreement, the principal details of which are summarised in Part II of the Circular.

Board composition

Immediately following the Re-registration, John May will resign from the Board and a representative of Macquarie, an existing significant shareholder in the Company, will be appointed as a board observer in his place in accordance with the terms of the Shareholders Agreement and as summarised in Part II of the Circular. It is intended that Messrs Gerard, Méndez, Wiebe and Rodriguez will remain on the Board.

Accordingly, pursuant to the terms of the proposed Shareholders Agreement, the intended composition of the Board following the De-Listing and Re-registration will include representatives of the Tribeca Group, one representative of the JCR Group and one observer representative of Macquarie.

General Meeting and irrevocable undertakings

The General Meeting is to be held at the offices of FTI Consulting, located at 8th Floor, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB at 10.00 a.m. on 9 March 2012 for the purpose of seeking Shareholders’ approval of the Resolutions. Notice of the General Meeting is set out in Part III of the Circular.

The De-listing
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed De-listing. This notice is conditional upon not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the General Meeting voting in favour of Resolution 1.

The Re-registration
In accordance with section 97(1) of the Companies Act 2006, the Re-registration of the Company as a private company requires not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the General Meeting to vote in favour of Resolution 2. It is also conditional on the passing of Resolution 1.

The New Articles
The Company is seeking to adopt new articles of association in substitution for, and to the exclusion of, the existing Articles which requires not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the General Meeting to vote in favour of Resolution 3.

Irrevocable undertakings to vote in favour of the Resolutions
The Tribeca Group which is collectively interested in 76,416,025 Ordinary Shares representing approximately 62.83 per cent. of the Company’s issued ordinary share capital, has irrevocably agreed to vote in favour of the Resolutions at the General Meeting.

In addition, the JCR Group has irrevocably undertaken to vote in favour of the Resolutions at the General Meeting in respect of its aggregate holding of 13,021,629 Ordinary Shares, representing approximately 10.71 per cent. of the Company’s issued ordinary share capital.

The Company has therefore received irrevocable undertakings to vote in favour of the Resolutions at the General Meeting in respect of, in aggregate, 89,437,654 Ordinary Shares, representing approximately 73.54 per cent. of the issued Ordinary Shares as at the date of the Circular.

Accordingly, it is anticipated that the De-listing will in all likelihood be duly approved by Shareholders at the General Meeting and will therefore become effective from 16 March 2012, and the London Stock Exchange has been duly notified by the Company to this effect.

Transactions in the Ordinary Shares following the De-listing and the Re-registration

As at the close of business on 15 February 2012, the Company’s Minority Shareholders held, in aggregate, 22,547,496 Ordinary Shares (representing approximately 18.54 per cent. of the Company’s issued ordinary share capital).

As indicated above, the Independent Directors, the Tribeca Group and the JCR Group continue to have significant regard for the situation of the Minority Shareholders and recognise that the proposed De-listing will make it considerably more difficult for the Minority Shareholders to sell or buy Ordinary Shares.

Accordingly, in order to assist those Minority Shareholders who wish to dispose of their Ordinary Shares and realise their investment in the Company, TOGI and Rorick have engaged the services of Optiva to operate the Third-Party Trading Facility to acquire, on behalf of TOGI and Rorick, Ordinary Shares held by those Minority Shareholders who wish to sell, for a period of two months from the date of the Circular, ending on 16 April 2012 (subject to extension by TOGI and Rorick, acting in their absolute discretion). A total of US$5.35 million in cash is being made available by TOGI and Rorick to acquire Ordinary Shares pursuant to the Third-Party Trading Facility.

Under this Third-Party Trading Facility, Minority Shareholders are invited to leave an instruction (a Sale Notice) with Optiva, as the Third-Party Trading Facility provider, as soon as possible, that they are prepared to sell their Ordinary Shares to TOGI and Rorick at a set price in cash of 19.5 pence per Ordinary Share. This price represents a 23.12 per cent. premium to the volume weighted average Closing Price of 15.84 pence per Ordinary Share for the six months up to and including 15 February 2012, being the last Business Day prior to the date of this announcement.

Following receipt of a Sale Notice, Optiva will contact TOGI and Rorick and the relevant Minority Shareholder concerned, and subject to sufficient funds remaining available within the Third Party-Trading Facility, then effect the transaction. In these circumstances, Minority Shareholders who do not have their own broker may need to register with Optiva as a new client (subject to Optiva’s usual terms and conditions). Such registration can take a certain period of time to process and, accordingly, Minority Shareholders who consider that they are likely to use the Third-Party Trading Facility are encouraged to commence registration at the earliest opportunity. The service provided by Optiva will cost each Minority Shareholder Optiva’s standard charges, which currently are a 1.75 per cent. commission charge up to £10,000 in value, and 0.5 per cent. thereafter (a minimum charge of £25 applies). No stamp duty or SDRT will be payable by Minority Shareholders in connection with the Third-Party Trading Facility, which will be payable by TOGI and Rorick as purchasers of the Ordinary Shares.

Following expiration of the period during which the Third-Party Trading Facility is to be made available, any Minority Shareholders who subsequently wish to buy or sell their Ordinary Shares should notify the Board, which will, where possible, seek to match potential purchasers and sellers.

Further details of the Third-Party Trading Facility will be made available on the Company’s website at www.petrolatinanergy.com and on Optiva’s website at www.optivasecurities.com.

If Minority Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the De-listing becoming effective. As noted above, the last day of dealings in the Ordinary Shares on AIM is currently anticipated to be 15 March 2012 and the De-listing is currently expected to become effective from 7.00 a.m. on 16 March 2012.

If Minority Shareholders wish to effect a transfer of Ordinary Shares pursuant to the Third-Party Trading Facility, Minority Shareholders will need to provide Optiva with (for Ordinary Shares held in certificated form only) the relevant share certificate(s) or, (for Ordinary Shares held in uncertificated form only (that is, in CREST)) the relevant CREST details as soon as possible.

Further details can be obtained by contacting Optiva directly on +44 (0)203 137 1902 (please quote reference “PetroLatina”).

Following the De-listing, transfers of Ordinary Shares (whether pursuant to the Third-Party Trading Facility or otherwise) may only be effected in accordance with the provisions of the New Articles.

Recommendation

For the reasons set out above, the Board, including the Independent Directors, considers both the De-listing and the Re-registration to be in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board, including the Independent Directors, recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Tribeca Group and the JCR Group have provided the Company with irrevocable undertakings to vote in favour of the Resolutions in respect of their respective interests in the Company which collectively amount to, in aggregate, 89,437,654 Ordinary Shares, representing approximately 73.54 per cent. of the issued Ordinary Shares as at the date of the Circular.

Strand Hanson Limited, having taken into the account the commercial assessments of the Board, including those of the Independent Directors, considers the terms of the Third-Party Trading Facility to be fair and reasonable. The Board, including the Independent Directors, recommends that, given the principal effects of the De-listing and Re-registration (as set out above) those Minority Shareholders who do not wish to remain shareholders in an unquoted company following the Re-registration, dispose of their Ordinary Shares on the terms offered under the Third-Party Trading Facility.

Expected timetable of principal events
Publication of the Circular and notice provided to the London Stock Exchange to cancel the admission to trading on AIM of the Company’s Ordinary Shares: 16 February 2012
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting:
10.00 a.m. on 7 March 2012
General Meeting: 10.00 a.m. on 9 March 2012
Last day of dealings on AIM in the Ordinary Shares: 15 March 2012
Cancellation of the admission to trading on AIM of the Company’s Ordinary Shares expected to be effective: 7.00 a.m. on 16 March 2012
Notes:
All references to times of day in this announcement are to London time.
Dates set out against events that are expected to occur after the expected date of the General Meeting assume that the General Meeting is not adjourned and that the Resolutions are passed at the General Meeting.
All of the above times and dates are subject to change at the Company’s discretion. In the event of any change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service (as defined in the AIM Rules).
Enquiries:
PetroLatina Energy Plc
Juan Carlos Rodriguez, Chief Executive Officer

Tel: +57 1627 8435
Pawan Sharma, Executive Vice President - Corporate Affairs & CFO Tel: +44 (0)20 7766 0081

Strand Hanson Limited
Simon Raggett/Matthew Chandler Tel: +44 (0)20 7409 3494

FTI Consulting
Ben Brewerton/Chris Welsh Tel: +44 (0)20 7831 3113