CALGARY, Nov. 27 /CNW/ -- PetroKamchatka Plc ("PetroKamchatka"), a Jersey company, is pleased to announce that it has successfully completed an internal corporate reorganization (the "Reorganization"), a brokered private placement financing (the "Financing") and the previously announced arrangement ("Arrangement") under the Business Corporations Act (Alberta) between PetroKamchatka, Bluerock Acquisition Corp. ("Bluerock") and the holders of common shares of Bluerock ("Bluerock Shareholders").

The Reorganization

On November 23, 2009, PetroKamchatka acquired approximately 94% of the issued shares and warrants of PetroKamchatka Resources Plc, Cyprus. On November 25, 2009, PetroKamchatka initiated the process to complete the acquisition of the remaining shares and warrants of PetroKamchatka Resources Plc, which is expected to be completed prior to December 31, 2009.

The Reorganization was completed to ensure that the parent company of the PetroKamchatka group of companies is domiciled in a jurisdiction that would enable the PetroKamchatka group to take advantage of international equity markets and to be listed on the TSX Venture Exchange. This is expected to facilitate raising additional capital as necessary to develop PetroKamchatka's Russian exploration licences and to develop a liquid market for shareholders to trade their shares. The day to day management and operations of the Russian operating subsidiaries will continue to be exercised by PetroKamchatka Resources Plc, Cyprus.

The Arrangement

Then, on November 26, 2009, PetroKamchatka acquired all of the common shares of Bluerock pursuant to the Arrangement. Bluerock, listed on the TSX Venture Exchange, is a capital pool company with no material assets or operations. The Arrangement was approved at the special meeting of Bluerock Shareholders and by the Court of Queen's Bench of Alberta on November 25, 2009. Bluerock Shareholders voted unanimously in favour of the Arrangement resolution. The Arrangement constitutes Bluerock's "qualifying transaction" under the rules of the TSX Venture Exchange. Details of the Arrangement are outlined in Bluerock's Management Information Circular dated October 23, 2009, a copy of which is available at www.sedar.com under Bluerock's SEDAR profile.

Pursuant to the Arrangement, each Bluerock Shareholder received 0.46837 of a common share of PetroKamchatka ("PetroKamchatka Share") for each Bluerock share held. All of the outstanding options to acquire common shares of Bluerock were either exercised or cancelled prior to the effective date of the Arrangement. PetroKamchatka issued approximately 6.6 million PetroKamchatka Shares to former Bluerock Shareholders.

Immediately prior to completion of the Arrangement, Bluerock distributed a cash dividend of $0.035 per share to all Bluerock Shareholders of record on November 25, 2009.

In addition, all the directors and officers of Bluerock resigned from Bluerock effective at the time of the Arrangement.

The Financing

PetroKamchatka is also pleased to announce that it completed the Financing of 61,828,487 subscription receipts ("Subscription Receipts") of 1490697Alberta Ltd., a wholly-owned subsidiary of PetroKamchatka, at a price of US$0.15 per Subscription Receipt for gross proceeds of US$9,274,273.05. Canaccord Capital Corporation and Renaissance Securities (Cyprus) Limited, as joint book runners, and Fox-Davies Capital Limited (collectively, the "Agents") were the agents for the Financing.

Each Subscription Receipt was converted into one PetroKamchatka Share under the provisions of the Arrangement and upon completion of the Arrangement without any act or formality on the part of the holder of such Subscription Receipt.

The Financing was made pursuant to private placement exemptions under applicable securities legislation.