Petro Vista Announces Completion of Share Consolidation Debt Conversion and $4 Million Private Placement Financing
February 25 2013 - 8:00AM
Marketwired Canada
THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Petro Vista Energy Corp. (TSX VENTURE:PTV) ("Petro Vista" or the "Company"), an
independent oil and gas exploration and production company, is pleased to
announce that, further to its February 6, 2013 press release, it has received
all requisite approvals for, and is proceeding with, the proposed twenty old
shares for one new share (20:1) consolidation of all of its issued and
outstanding securities. As a consequence of the consolidation the Company will
have approximately 8,624,294 common shares, 2,361,074 common share purchase
warrants and 197,250 incentive stock options issued and outstanding, before
giving effect to the transactions described below.
The Company is also pleased to advise that it has completed the previously
announced non-brokered private placement financing and debt conversion. Pursuant
to those transactions, an aggregate of 20,801,712 post-consolidation units were
issued to subscribers and holders of outstanding corporate debt.
10,666,666 units ("Units") were issued in the private placement at a
post-consolidation price of $0.375 per Unit for gross proceeds of $4 million. An
additional 10,135,046 Units were issued, also at a post-consolidation price of
$0.375 per Unit, upon the conversion of approximately $3.8 million of debt,
including $3,575,000 of principal and $225,642 of accrued interest. Each unit is
comprised of one common share and one share purchase warrant, exercisable until
4pm on February 22, 2018 at a post-consolidation price of $0.50.
With the completion of the consolidation, private placement and debt conversion
the Company has approximately 29,426,006 common shares, 23,162,786 common share
purchase warrants and 197,250 incentive stock options issued and outstanding. It
has extinguished all long-term debt and has significantly improved its working
capital and cash position. It now has sufficient working capital to conclude the
work over of its two development wells on its Tartaruga project and to pursue
new opportunities in South America. A portion of the private placement proceeds
will also be used for general working capital purposes.
The Company has earned the right to request a 37.5% working interest in the
Tartaruga field. The assignment of this working interest is subject to several
conditions including approval from the consortium members and the Agencia
Nacional do Petroleo, Gas Natural e Biocombustiveis (the "ANP"). The Company is
awaiting receipt of these approvals.
Under applicable Canadian securities laws, securities issued under the private
placement will be subject to a four-month hold period expiring June 23, 2013.
The Company expects that its common shares will commence trading on the TSX-V on
a post-consolidated basis effective the start of trading on February 27, 2013.
The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or applicable state securities laws, and may
be not be offered or sold in the United States absent registration or an
exemption from such registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Petro Vista Energy Corp.
Petro Vista Energy Corp. is an oil and gas exploration and development company
with near-term production opportunities in South America. The Company has the
rights to acquire an interest in an exploration, development and production
property in Brazil.
ON BEHALF OF PETRO VISTA ENERGY CORP.
Keith Hill, Chairman
This Press release includes "forward-looking statements" including forecasts,
estimates, expectations and objectives for future operations that subject to a
number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company. Statements regarding future production, reserve
additions and capital expenditures are subject to all of the risks and
uncertainties normally incident to the exploration for and development and
production of oil and gas. These risks include, but are not limited to,
inflation or lack of availability of goods and services, environmental risks,
drilling risks and regulatory changes. Investors are cautioned that any such
statements are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the forward-looking
statements. Such forward-looking information represents management's best
judgment based on information currently available. No forward-looking statements
can be guaranteed and actual future results may vary materially. The Company
does not assume the obligation to update any forward-looking statement, except
as required by applicable law.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNTIED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT RGISTRATION
UNDER THE SECURITIES ACT, OR IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE COMPANY HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY OF THE SHARES
UNDER THE SECURITIES ACT. THE SHARES WILL NOT BE OFFERED OR SOLD TO THE PUBLIC
IN THE UNITED STATES.
FOR FURTHER INFORMATION PLEASE CONTACT:
Petro Vista Energy Corp.
Darren Devine
+1 (604) 638-8067
investor@pvecorp.com
www.pvecorp.com