ALE

TORONTO, April 7 /CNW/ -- NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES TORONTO, April 7 /CNW/ - Alange Energy Corp (TSXV: ALE) announced a number of initiatives today: Acquisition of Additional Interest in Cubiro The Company has entered into an agreement with Columbus Energy Ltd. to acquire: -- an additional 32.14% participating interest in Block C of the Cubiro Exploration and Production Contract ("E&PC") located in the Llanos Basin. The Copa wells in the eastern Block C of Cubiro, where the Company already holds a 25% participating interest, are currently producing approximately 1,800 barrels of oil per day (gross amount before deduction of royalties) and this acquisition would increase the Company's share of gross production by almost 600 barrels per day. Based on the evaluation of the interests of the Company in the Cubiro Block prepared by Petrotech Engineering Ltd. as of June 30, 2010, this acquisition is expected to increase Alange Energy's share of total gross proven, probable and possible oil reserves by 2.0 million barrels. -- a 10% participating interest over the entire block and a 15% participating interest in the Yamu 1 and Mapuro/Picure 1 exploration prospects on the Yamu E&PC, located in the Llanos Basin. Current gross production from the Yamu Block is approximately 900 barrels of oil per day and the Company's share would amount to approximately 90 barrels per day. -- overriding royalties of 4% and 3% in the A and B Sectors, respectively, of the Arrendajo E&PC, in which the Company holds a 35% working interest. The acquisition of the interests will be effected through the acquisition by the Company of Columbus' wholly-owned subsidiary, Jaguar E&P CPR Consultants, S.A., for US$25 million.  The acquisition is expected to close on or about April 15, 2011. Financing of Cubiro Acquisition The Company has entered into an agreement with GMP Securities L.P. to act exclusively on a "best efforts" private placement basis for an offering of 27,000 units of the Company at a price of CAD$1,000 per unit for aggregate gross proceeds of CAD$27 million. Each unit will consist of: -- one CAD$1,000 principal amount Senior Secured Series A Note (the "Notes"), secured by a general security interest of the Company and guaranteed by the Company's subsidiaries holding its 57.14% interest in Cubiro Block C. The Notes will bear interest at the rate of 9% per annum, payable quarterly in arrears in equal instalments on December 31, March 31, June 30 and September 30. The first instalment will be on June 30, 2011 and will consist of interest accrued from the date of issue. Further, the Company will undertake a mandatory redemption schedule whereby it shall redeem, at a price equal to the principal amount, one-third of the Notes, on a pro-rata basis, every twelve months after the closing date until maturity; and -- 300 common share purchase warrants of the Company (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of CAD$0.50 at any time prior to 5:00 p.m. (Toronto time) on February 22, 2016. The Warrants are currently listed on the TSX Venture Exchange under the symbol "ALE.WT" and closed at CAD$0.13 on April 6, 2011. The Company will use its commercially reasonable efforts to list both the Notes and the Warrants on the TSX Venture Exchange, subject to meeting any distribution requirements. In addition, the Company will grant to GMP an option to acquire an aggregate of up to an additional 15% of the units sold in the offering on the same terms and conditions as under the offering. This option is exercisable in whole or in part at any time, and from time to time, during the period ending 48 hours prior to the closing of the offering. The Company has agreed to pay GMP a cash commission equal to 4.0% of the gross proceeds of the offering. The net proceeds of the offering, after deducting expenses and the commission, will be used to finance the acquisition of the Jaguar interests. However, should the acquisition close prior to the closing of the offering, the net proceeds of the offering will be used to replenish the existing funds of the Company used to pay the purchase price. The completion of the offering is subject to the receipt of all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange prior to closing, which is expected to occur on or about April 26, 2011. Appointment of Chief Executive Officer The Company has appointed Mr. Luciano Biondi Golinucci as its Chief Executive Officer. As previously announced, Mr. Biondi has been working as a consultant to the Company. Mr. Biondi is a graduate of the Universidad del Zulia (Venezuela) with a B.Sc. in petroleum engineering and has 42 years of extensive experience in all facets of the oil and gas business, in particular the production and drilling operations in all manner of hydrocarbon fields.  Since starting as a consultant with the Company, he has focused on improvements to increase production from the Company's core assets.  Mr. Biondi's appointment is effective immediately but is subject to regulatory approval.  Gregg Vernon has agreed to remain as the Interim Chief Operating Officer of the Company until its shareholders' meeting in June in order to help complete tasks already underway and to assist with the transition to the new Chief Executive Officer. The Board of the Company has also extended an offer to Mr. Vernon to continue to act as an advisor to the Board on an ongoing basis after the shareholders' meeting. Board Restructuring In conjunction with the appointment of Mr. Biondi, Jaime Perez Branger, a director of the Company, has been appointed Executive Chairman of the Board and will take an active role in supporting Mr. Biondi and leading the board of directors. Horacio Santos and Luis Giusti Sr. have each tendered their resignation from the Company's board of directors, effective immediately.  Mr. Santos and Mr. Giusti have been directors of the Company since July 2009 and have served as members of the Compensation and Reserves Committees. Mr. Santos was also a member of the Executive Committee and Mr. Giusti was a member of the Environmental, Health and Safety Committee of the board of Alange Energy. The Company thanks Mr. Santos and Mr. Giusti for their service to Alange Energy and wishes them well in their future endeavours. The board has appointed Serafino Iacono and Miguel de la Campa as directors in replacement of Mr. Santos and Mr. Giusti, subject to regulatory approval.  Mr. Iacono has over 20 years of experience founding and financing resource companies and has been a Co-Chairman of the board of directors of Pacific Rubiales Energy Corp. since January 23, 2008 and since September 2010, Mr. Iacono has been the Interim CEO of Medoro Resources Ltd.  Mr. de la Campa has over 30 years of experience in starting up and financing resource-focused businesses and has been a Co-Chairman of the board of directors of Pacific Rubiales since January 23, 2008. Each has been involved in the founding of, and has served on the board of directors of, numerous public and private companies currently operating in Colombia. The board of directors has also appointed Camilo Valencia to act as an advisor to the board.  Mr. Valencia is currently the Executive Vice-President, and was formerly the General Manager, of Meta Petroleum Corp., a wholly-owned subsidiary of Pacific Rubiales Energy Corp., which operates Pacific Rubiales' Quifa and Rubiales fields.  Mr. Valencia has a degree in Petroleum Engineering from the Surcolombiana University (Colombia), and is completing his MBA at the Sergio Arboleda University (Colombia). For the last 13 years, Mr. Valencia has worked for operating companies in the oil industry such as Omimex de Colombia Limited (currently Mansarovar), Pacifpetrol & Rioalto Petrobell (Ecuador), Perenco Colombia Limited, where he has held numerous positions such as Drilling, Completion & Work-Over Manager, Drilling Superintendent and Operations Manager. Operational Update and Internal Review The Company's attributable gross production averaged 2,392 barrels of oil equivalent ("boe") per day in March 2011, up 3.5% from February 2011 and on par with the daily production rate for December 2010.  At Cubiro, successful development activities culminated in the commencement of production from the Arauco 5 well in late February and from the Careto 13H well at the beginning of March. These two wells added 138 barrels per day of oil to Alange Energy's share of gross production in March 2011. Daily gross production averaged 2,294 boe for the first quarter of 2011. The Executive Committee of the board of directors is continuing its review and analysis of the Company's past business practices and expects to provide a final update to the market by no later than April 28, 2011, at which time it is expected that the Executive Committee will be disbanded and the internal review concluded. The Company will be releasing its fourth quarter and year-end financial results on that date, as well as an updated reserves report, prepared in accordance with National Instrument 51-101. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release is not an offer of securities for sale into the United States or Canada. No offering of securities shall be made in the United States or to or on behalf of a US person except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom. About Alange Energy Corp. Alange Energy is a Canadian-based oil and gas exploration and production company, with working interests in 12 properties in four basins in Colombia. Further information can be obtained by visiting our website at www.alangeenergy.com. This news release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Alange Energy. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the anticipated timing of the acquisition of an additional interest in Cubiro and the expected increase in proven, probable and possible oil reserves in connection therewith; success of exploration activities; the use of proceeds of the proposed financing; and all other statements in this press release other than historical facts. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate," "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Alange Energy and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions, risks relating to international operations, fluctuating oil and gas prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes, other risks of the oil and gas industry, failure of plant, equipment or processes to operate as anticipated; the ability of Alange Energy to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business; the ability to replace and expand oil and natural gas reserves through acquisition, development of exploration; the timing and costs of drilling, completion, pipeline, storage and facility construction and expansion; the regulatory framework regarding royalties, taxes and environmental matters; the ability of Alange Energy to successfully market its oil and natural gas products and completion of the review of internal controls and procedures, management systems and corporate governance practices. Although Alange Energy has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Alange Energy undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning oil and gas reserve estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the oil and gas that will be encountered if the property is developed. Information in this press release expressed in boe is derived by converting natural gas to oil in the ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 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. Estimated values of future net revenue disclosed do not represent fair market value. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/April2011/07/c2205.html p Mr. Peter Volkbr/ General Counsel & Secretarybr/ 416-360-7915i /ibr/ a href="mailto:pvolk@alangecorp.com"pvolk@alangecorp.com/a /p p align="left" Ms. Belinda Labattebr/ Investor Relationsbr/ 647-428-7035br/ a href="mailto:belinda@thecapitallab.com"belinda@thecapitallab.com/a /p

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