26/09/2011 - Notice To Equity And Debenture Holders

September 23, 2011

To: Equity Financial Trust Company
200 University Avenue, Suite 400
Toronto, Ontario M5H 4H1
Attention: Carol Mikos

Holders of 8% Convertible, Unsecured, Subordinated Debentures due August 29, 2013

2011 Third Quarter Dividend Payment

In accordance with Section 4.7 of the indenture (the “Indenture”) between Pacific Rubiales Energy Corp. (the “Company”) and Equity Financial Trust Company (formerly Equity Transfer & Trust Company) (the “Trustee”) dated as of August 28, 2008 governing the 8% convertible, unsecured, subordinated debentures due August 29, 2013 (the “Debentures”), the Company wishes to provide the Trustee and holders of the Debentures notice of an adjustment to the Conversion Rate as a result of dividends paid by the Company to the shareholders of the Company in the aggregate amount of approximately US$100 million.

Upon payment of the third quarter dividend on or about September 30, 2011, the Conversion Rate will be adjusted to a ratio of 77.9359 Shares for each $1,000 principal amount of Securities, on the basis of $12.83 per Share, as adjusted from time to time pursuant to the provisions of the Indenture.

Capitalized terms used but not defined in this notice shall have the respective meanings attributed to them in the Indenture.

Sincerely,

“Peter Volk”

Peter Volk
General Counsel and Secretary