P1 Energy Corp. Announces Business Combination with another Colombian Focused
Private Oil and Gas Company, Equity Financing and Change in Board and
Management

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

CALGARY, Nov. 12 /CNW/ - P1 Energy Corp. ("P1") is pleased to announce that it is currently in the final stages of discussions concerning a business combination (the "Agreement") with APO Energy Inc. ("APO"), which contemplates the following (collectively, the "Transactions"):

• P1 and APO have entered into a letter of intent in respect of the proposed amalgamation and the parties are currently completing due diligence and negotiating definitive documentation.  Completion of the amalgamation will be subject to satisfying a number of conditions, including completion of the financing below and obtaining all required shareholder and regulatory approvals;
  
  
• under the terms of the Agreement, P1 will amalgamate (the "Amalgamation") with APO (the amalgamated entity is referred to herein as the "Corporation") on the basis of 0.4218 shares of the Corporation (each an "Amalco Share") for each share of APO (each an "APO Share") issued at a deemed price of $2.75 per share of the Corporation and 1 share of the Corporation for each share of P1 (each a "P1 Share");
  
  
• Mr. Abby Badwi, Chairman of P1 Energy Corp. would like to formally thank and recognize the efforts of Mr. Andrew DeFrancesco, outgoing CEO of P1 Energy Corp. and Mr. Ian McMurtrie, an outgoing Director of P1 Energy Corp.  Their contributions have helped lay a solid foundation upon which P1 can build an exceptional company.
• Mr DeFrancesco was the Co-Founder and former Chairman and CEO of both P1 Energy and APO Energy. Mr DeFrancesco, through his firm Delavaco Capital was instrumental in the creation and financing of both companies and a catalyst for this merger. 
• Mr. McMurtrie was a very active, hands-on director who was critical in bringing an understanding of P1's assets and was crucial in analyzing the APO assets that formed the basis of the amalgamation.  Mr. McMurtie will continue in an advisory role to P1. 
  
  
• a new management team will be led by David Stangor, as President and Chief Executive Officer, Richard Naden as Vice President Production and Engineering, Aaron Stein as Vice President Business Development and Investor Relations, Francisco Jose Ortega Arciniegas as Colombia Chief Financial Officer, Oscar Vela as Legal Director Colombia, Nestor Jair Galindo Pedraza as Project Director Colombia and Hector Joaquin Hernandez Amaya as Quality, Health, Safety & Environment Manager Colombia, (the "New Management") (see biographical information below for key management);
  
  
• a new board of directors will be comprised of existing P1 Board Members Abby Badwi (Chairman of the Board) and Douglas Urch with the addition of Ronald Pantin, and David Stangor (the "New Directors") (see biographical information below); and

The Corporation will continue under the name "P1 Energy Corp".

Private Placement

The Corporation will be capitalized through a brokered private placement of subscription receipts of P1 ("Subscription Receipts") at a price of $2.75 per Subscription Receipt ("Issue Price") for minimum gross proceeds of $50 million on a commercially reasonable best efforts basis ("Private Placement"). 

P1 will be capitalized with proceeds from a brokered private placement of Subscription Receipts at a price of $2.75 per Subscription Receipt for aggregate minimum gross proceeds of $50 million being conducted on a commercially reasonable best efforts basis.

Closing of the Private Placement is anticipated to occur by late November. The proceeds of the Private Placement will be held in escrow pending satisfaction of the conditions to release, including P1's and APO's receipt of all necessary approvals for the Private Placement and the Amalgamation. Immediately prior to completion of the Amalgamation (assuming the conditions to release are met), the proceeds of the Private Placement will be released to P1 and each Subscription Receipt will be exchanged for one P1 Share without additional payment and without any further action on the part of the holder. Each P1 Share will then be converted pursuant to the Amalgamation into one Amalco Share. If closing of the Amalgamation does not take place by December 31, 2010 or the Agreement is terminated at any earlier time, holders of the Subscription Receipts will be entitled to a return of their full subscription price.

In respect of the Private Placement, P1 has entered into a letter of agreement with GMP Securities LP pursuant to which GMP Securities LP has agreed to act as co-lead agent on behalf of a syndicate of agents which will also include Canaccord Genuity Corp., Raymond James Ltd., Clarus Securities Inc. and Haywood Securities Inc.

Proceeds from the Private Placement will be used to fund the Corporation's capital program including acquisition of 2D and 3D seismic, certain property payments and drilling of the Corporation's exploration projects and for general working capital purposes, including the repayment of debt.

P1 has prepared an updated corporate presentation for circulation to prospective investors, which supersedes and replaces the September 2010 presentation and is available on P1's website at www.p1energycorp.com.

The Company will conduct a Conference Call at 11am EST on Nov 12, 2010.  To listen to or participate in the live conference call please dial either Toll Free at 1-888-231-8191 or 1-647-427-7450. A replay of the event will be available from November 12, 2010 at 4pm EST until 4pm EST on November 26, 2010. To listen to the replay please dial either -800-642-1687 or 1-416-849-0833 and enter the pass code 25415745.

Pro-Forma Highlights

Assuming the completion of the Transactions (which is targeted for on or around December 15, 2010), the Corporation is expected to have the following attributes (on a pro forma basis):

Production					1,600 bbls^1
Oil Weighting					100%
Proved Reserve					1.4 MMbbls^2
Proved plus Probable Reserves					10.2 MMbbls^2
Proved plus Probable plus Possible					57.9 MMbbls^2
WI Resource Potential					485 MMbbls^3
Convertible Debentures (12%)					Approximately US $22.4 million

Notes:

1. Based on average daily production of APO and P1 as of November 9, 2010
2. Based on the NI 51-101 Petrotech Engineering Ltd. reserves reports for P1 (Effective Date March 31, 2010) and APO (Effective Date June 30, 2010).
3. Management Estimate

The production will include working interest production of approximately 1,600 boepd in Colombia.  The Corporation will hold 829,060 net acres with working interests ranging from 84% to 5.34%.  The Corporation is expected to have 8 Llanos Basin assets, 4 Middle Magdelena Basin assets and 2 Caguan/Putumayo Basin assets.  The current 2011 Capital Budget outlines development and exploration drilling for 30 wells (15 net).  This combination of assets provides the Corporation with a balance of development drilling, identified high impact exploration and long term significant resource development blocks.  The Corporation will have its head office based in Calgary and its Colombian office based in Bogota.

New Management Team

The New Management team bring a long and successful track record in the international and Colombian oil and gas sectors.  This experience spans all areas of the upstream oil and gas business, including conventional and unconventional resource plans and operations success in numerous countries worldwide, including Colombia, Canada, USA, Bahrain, Singapore, Indonesia and Albania.  The New Management team has demonstrated operational expertise and have built international oil and gas organizations that have unlocked value from under-developed resources through the effective application of people, technical expertise, modern technologies and capital.

David Stangor, President & CEO
Mr. Stangor recently joined P1 as President, CEO and Executive Director. Mr. Stangor brings 30 years of E&P experience with 13 years in international operations management roles.  Prior to joining P1, Mr. Stangor served as VP Worldwide Engineering and Non-operated Assets for Occidental Petroleum (09-10).  He served as Occidental's President and General Manager in Colombia (06-09) where he grew Occidental's Colombian production 15% to 120,000 BOPD through a focused expansion of near-in exploration, accelerated development, and new opportunities with Ecopetrol.  Previously, Mr. Stangor enjoyed a diversified career working with Unocal Corporation from 1979 - 2005 in Indonesia, Singapore, California and Alaska.  He holds a degree in Chemical & Materials Engineering from California State Polytechnic Institute.

Richard Naden, VP Production & Engineering
Mr. Naden joined P1 in June 2010 as VP Production & Engineering.  Prior to joining P1 he has worked as a consultant in such roles as Interim President, COO and General Manager for companies operating in Canada, Albania and Bahrain (04-10).  He worked for Baytex Energy Trust in successive roles culminating as VP Engineering & Operations (03-04), VP Production (97-03) and VP Operations (96-97).  Richard was instrumental in the growth of Baytex's production from 15,000 BOPD in 1997 to over 43,000 BOPD by 2003  He has served in several Engineering and management roles for Sceptre Resources (85-96) and Dome Petroleum (81-85).  He holds a degree in Mechanical Engineering from the University of Calgary.

Aaron Stein, VP Business Development & Investor Relations
Mr. Stein joined P1 in March 2010 as VP Business Development and Investor Relations.  Prior to joining P1 he has worked as a consultant in such roles as Business Unit Director, Director and VP Business Development and Investor Relations for companies operating in Canada, US, Egypt, China, Japan, UK (07-10).  He worked for Invitrogen Corporation (now Life Technologies) in successive roles culminating as Business Unit Director (04-07).  He brings proven strategic planning and execution skills from start-up to large publicly traded companies with M&A and licensing exposure.  He holds several science degrees from the University of Western Ontario and an MBA from Queen's University.

Board of Directors

The New Directors are expected to be elected in connection with the completion of the Amalgamation.  The Directors bring strong track records in the oil and gas industry, having held executive and director positions with a number of successful companies with operations in Canada, USA, Europe, Africa, the Middle East and South America.  The Directors also bring a blend of Colombian exploration and exploitation experience as well as expertise in long term, international significant resource development. 

Abby F. Badwi, Chairman
Mr. Badwi is an international energy executive and professional geologist with more than 35 years experience in the exploration, development and production of oil and gas fields in North America, South America, Europe, Asia and the Middle East. Mr. Badwi is President & CEO of Bankers Petroleum Ltd. (TSX) an oil and gas company with operations in Albania. From 2005 until September 2007, he was President and CEO of Rally Energy Corp. (TSX), an oil and gas company with operations in Egypt, Pakistan and Canada. Mr. Badwi has been an officer and director of several Canadian public and private companies and is currently a director of Bankers Petroleum Ltd. and Valeura Energy Inc. (TSX).  He holds a degree in Geology and Chemistry from the University of Alexandria, Egypt.

Douglas Urch, Director
Mr. Urch is the EVP, Finance and CFO of Bankers Petroleum (TSX) which operates heavy oil fields in Albania containing 6 B Bbls OOIP and current production in excess of 10,000 BOPD.  Mr. Urch brings more than 30 years of industry experience.  From Sept 2000 - Jan 2008 he was VP, Finance and CFO of Rally Energy Corp., having heavy oil operations in Egypt.  Mr. Urch is currently a Director and Audit Committee Chairman of TSXV-listed Petrodorado Energy Ltd. and has provided financial management for a variety of public and private companies (Mohave Exploration, Sunshine Oilsands, Barrington Petroleum, TriGas Exploration and Ryerson Oil and Gas). He has a degree in Commerce from the University of Calgary and also holds the CMA designation.

Ronald Pantin, Director
Mr. Pantin has been the CEO & Director of Pacific Rubiales Energy Corp. (TSX) since May 2007. Prior to that he was CEO of Pacific Stratus Energy Ltd.  He has served as CEO & President of Consolidated AGX Resources Corp., President of PDVSA Services and has been active in the Venezuelan oil industry for 23 years.  He began his professional career with Maraven where he served in progressive positions from 1977 to 1990, including Exploration & Production Planning Manager, Petroleum Engineering Manager, Treasurer, Operations Manager of Production Division.  Mr. Pantin has been a Director of Pacific Stratus Energy Ltd., Pacific Rubiales Energy Corp., Consolidated AGX Resources Corp.  He serves as a Member of Advisory Board at Petroamerica Oil Corp. He holds degrees Petroleum Engineering and Management Science from Mississippi State University and Masters Degrees in Petroleum & Industrial Engineering from Stanford University.

David Stangor, President, CEO & Executive Director
In addition to his role as P1's President & CEO, David will also be an Executive Director of P1.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Subscription Receipts to be offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements.

Forward Looking and Cautionary Statements
Certain information included in this press release constitutes forward-looking information under applicable securities legislation.  Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, information with respect to: completion of the Transactions, the results of the Transactions and the timing thereof, receipt of the required approvals for the Transactions, the timing, completion, size and composition of the Private Placements, the Corporation's growth and business strategy, operational plans and strategies and the timing thereof, development and exploration plans and strategies and the timing and expected costs thereof; and future production levels.

Forward looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although P1 believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because P1 can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things: field production rates and decline rates; the ability of P1 to secure adequate product transportation; the impact of increasing competition in or near P1's plays; the timely receipt of any required regulatory approvals, both domestically and internationally; the ability of P1 to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business; P1's ability to operate the properties in a safe, efficient and effective manner; the ability of P1 to obtain financing on acceptable terms; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing and costs of pipeline, storage and facility construction and expansion; future oil and natural gas prices; currency, exchange and interest rates; the state of the capital markets; the regulatory framework regarding royalties, taxes and environmental matters; the ability of P1 to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in foreign countries; and the ability of P1 to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by P1 and described in the forward-looking information. The material risk factors affecting P1 and its business are similar to those of other companies engaged in the business of exploring for and producing oil and gas, both domestically and in foreign countries. The forward-looking information contained in this press release is made as of the date hereof and P1 undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward looking information contained in this press release is expressly qualified by this cautionary statement. Completion of the Transactions is subject to a number of conditions, including shareholder and court approvals. The Transactions cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the joint information circular to be prepared in connection with the Transactions, any information released or received with respect to the Transactions is subject to change.

This presentation has been prepared in contemplation of the proposed amalgamation between P1 Energy Corp. ("P1") and APO Energy Inc. ("APO") and on the assumption that the amalgamation will be completed.  P1 and APO have entered into a letter of intent in respect of the proposed amalgamation and the parties are currently completing due diligence and negotiating definitive documentation.  Completion of the amalgamation will be subject to satisfying a number of conditions, including completion of the private placement described herein and obtaining all required approvals. All but one of the participating interests in properties in Colombia held by each of P1 and APO are held privately and are subject to formalization (recognition by either ANH or Ecopetrol).  Formal recognition by ANH and Ecopetrol is subject to meeting certain legal, financial and technical criteria established by ANH and there is no certainty as to when such formalization and recognition will be achieved.  Many of the interests are also held pursuant to preliminary or conditional documentation with the assignor/farmor and are subject to further definitive agreements and conditions, and there is no certainty as to when such definitive documents will be completed or if the conditions will be satisfied.

Where P1 is referred to as operator in this presentation, P1 is entitled under the agreement respecting the interest to become operator.  P1 is currently pursuing various alternatives to acquire operator status before the ANH.  The securities of P1 Energy Corp. to be issued in the private placement described herein have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.  This presentation does not constitute an offer to sell or the solicitation of an offer to buy any of such securities in the United States.

OIL AND GAS ADVISORIES: 

• "proved reserves" mean those reserves that can be estimated with a high degree of certainty to be recoverable.  It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves
• "probable reserves" mean those additional reserves that are less certain to be recovered than proved reserves.  It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved + probable reserves.
• "possible reserves" mean those additional reserves that are less certain to be recovered than probable reserves.  It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved + probable + possible reserves..
• Estimates of future net revenue in this presentation do not represent fair market value.
• The aggregate of the exploration and development costs incurred in the most recent financial year and the change during that year in estimated future development costs generally will not reflect total finding and development costs related to reserve additions for that year.

For further information:

Aaron Stein
VP Business Development & Investor Relations
[email protected]
O:  [phone] ext 302
C:  [phone]