Reviso Energy Ltd.
TSX VENTURE : AVG.P

April 01, 2010 19:02 ET

Reviso Energy Ltd. Announces Proposed Offer to Acquire Rustler Petroleum Inc.

CALGARY, ALBERTA--(Marketwire - April 1, 2010) - Reviso Energy Ltd. ("Reviso" or the "Corporation") (TSX VENTURE:AVG.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-arm's length pre-acquisition agreement (the "Agreement") dated March 29, 2010 with Rustler Petroleum Inc. ("Rustler"), a Calgary-based, privately held oil and gas exploration company, pursuant to which Reviso shall offer to acquire Rustler's 5,410,049 issued and outstanding common shares ("Rustler Shares") on the basis of 0.8917 of a common share (a "Reviso Share") of Reviso for each outstanding Rustler Share (the "Qualifying Transaction"). The value of the proposed Qualifying Transaction is approximately $6.2 million based upon the closing price of the Reviso Shares on the last trading day prior to Reviso and Rustler entering into the Agreement and the assumption of Rustler's debt of approximately $2.1 million.

Reviso intends the acquisition of Rustler to be its "Qualifying Transaction" for purposes of the policies of the Exchange. The Qualifying Transaction will be subject to the approval of Reviso shareholders, including a majority of the minority vote in favour of the Qualifying Transaction. The formal offer to purchase the Rustler Shares will be made upon the receipt of such shareholder approval and the other conditions to making the offer being satisfied. Reviso anticipates mailing an information circular for a special meeting of Reviso shareholders to approve the Qualifying Transaction and related matters in the near future. Upon the successful completion of the Qualifying Transaction, Reviso will be a junior oil and gas issuer.

Rustler was incorporated under the laws of the province of Alberta and is a private Calgary based company involved in the exploration for, and development and production of, oil and gas reserves. Rustler's principal oil and gas properties are located primarily in central Alberta. Rustler has varying working interests in 19 wells that produce, in the aggregate, approximately 363,000 cubic feet of gas per day primarily in the Westlock area of Alberta and 17 barrels of oil and NGLs (Natural Gas Liquids) per day, net to Rustler.

Key attributes of Rustler:

- Current production of approximately 75 boe/d comprised of approximately 363 Mcf/d of gas and approximately 17 bbls/d of oil and natural gas liquids;

- 4.5 sections of land in the Pembina Cardium field; and

- 14 low risk horizontal drilling locations in the Pembina area.

As at the date hereof, the following directors, officers and other insiders of Reviso, each of Calgary, Alberta, together with members of their families, hold, directly or indirectly, 16.6% of the outstanding Rustler Shares. Mr. Alan Jack, the President, Chief Executive Officer and a director of Reviso, is also the President and a director of Rustler. Ms. Shaunna Haas-Jack, the Corporate Secretary and Chief Administrative Officer of Reviso, is also the Corporate Secretary and Chief Administrative Officer of Rustler. Mr. Jack and Ms. Haas-Jack collectively hold, directly or indirectly, 8.3% of the outstanding Rustler Shares. Mr. Wendland is the Executive Vice President and a director of Reviso, and is also the Executive Vice President and a director of Rustler and holds, directly or indirectly, 8.3% of the outstanding Rustler Shares.


The closing of the proposed Qualifying Transaction is subject to a number of conditions including:



(a) obtaining all necessary regulatory approvals, including the approval of
the Exchange of the qualification of the acquisition as Reviso's
"Qualifying Transaction";

(b) the shareholders of Reviso approving the Qualifying Transaction,
including majority of minority approval;

(c) Reviso concurrently completing a private placement of Reviso Shares for
aggregate gross proceeds of not less than $500,000 (the "Private
Placement"). The Board of Directors of Reviso has not yet determined
the terms and conditions of the Private Placement; however, further
details will be provided when available;

(d) not less than 90% of the outstanding Rustler Shares being tendered to
the Offer; and

(e) other conditions typical of a transaction of this nature.


Directors, officers and certain shareholders of Rustler holding an aggregate of 1,409,638 Rustler Shares representing approximately 26.1% of the outstanding Rustler Shares have entered into pre-tender agreements with Reviso whereby they have agreed to tender their Rustler Shares to the Offer.

In addition, directors and officers of Reviso holding an aggregate of 2,500,000 Reviso Shares representing approximately 61% of the outstanding Reviso Shares have entered into support agreements with Rustler whereby they have agreed to support the Qualifying Transaction.

The Board of Directors of Rustler has determined that the proposed Qualifying Transaction is in the best interests of Rustler and the holders of Rustler Shares and recommends that holders of Rustler Shares tender their Rustler Shares to the Offer.

The Board of Directors of Reviso has also determined that the proposed Qualifying Transaction is in the best interests of Reviso and the holders of Reviso Shares and recommends that holders of Reviso Shares approve the Qualifying Transaction.

Selected Financial Information

The following table sets forth certain unaudited financial information for each of Reviso and Rustler as at and for period ended December 31, 2009.



----------------------------------------------------------------------------
Rustler Reviso
----------------------------------------------------------------------------
Total Revenue, Net of Royalties $940,218 Nil
----------------------------------------------------------------------------
Bank Debt $1,859,251 Nil
----------------------------------------------------------------------------
Working Capital Surplus (Deficit) ($170,386) $163,417
----------------------------------------------------------------------------
Total Assets 2,454,677 $287,463
----------------------------------------------------------------------------
Shareholders' Equity (Deficiency) ($1,682,701) $218,969
----------------------------------------------------------------------------
Number of Shares Outstanding
----------------------------------------------------------------------------
Basic 5,410,049 2.500,000(2)
----------------------------------------------------------------------------
Diluted 6,245,049(1) 2,500,000(2)
----------------------------------------------------------------------------

(1) Includes 475,000 stock options and 360,000 preferred shares, none of
which are in the money and are expected to be cancelled or redeemed in
connection with the Qualifying Transaction.

(2) Does not include 1,500,000 Reviso Shares issued pursuant to Reviso's
initial public offering (the "IPO"), 410,000 stock options granted
following the IPO, or 150,000 Agents' Options granted in connection
with the IPO.


Board of Directors and Management

Upon completion of the Qualifying Transaction, the directors and senior officers of Reviso are expected to be:

Alan D. Jack, President, Chief Executive Officer and a Director

Mr. Jack has almost 30 years of experience in the oil and gas industry and is currently the President of Rustler Petroleum Inc. Mr. Jack holds a Bachelor of Science, Petroleum Engineering from the Montana College of Mineral Science and Technology and is a member of the Society of Petroleum Engineers and the Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA).

Gerald J. Wendland, Executive Vice President and a Director

Mr. Wendland has 30 years of experience in all aspects of oil and gas exploration, exploitation and acquisitions over most of the Western Canadian Sedimentary Basin. Mr. Wendland has been the Executive Vice President of Rustler Petroleum Inc. since August 2003. Mr. Wendland holds a Bachelor of Science degree in Geology from the University of Calgary. He is a member of APEGGA, the Canadian Society of Petroleum Geologists (CSPG) and the American Association of Petroleum Geologists (AAPG).

Lorie J. Hynes, Chief Financial Officer

Ms. Hynes brings over 15 years of accounting experience to the Corporation. Ms. Hynes was the Controller of Rustler Petroleum Inc. from January 2006 to November 2009. Ms. Hynes obtained her Bachelor of Commerce degree from the Faculty of Management at the University of Calgary and has been a Chartered Accountant and member of the Institute of Chartered Accountants of Alberta for over 11 years.

Shaunna Haas-Jack, Corporate Secretary

Ms. Haas-Jack has over 12 years experience in all aspects of corporate compliance in the oil and gas industry, including annual and interim reporting, SEDAR filings, stock exchange and securities commission reporting, stock option plans, equity issues and investor relations. Ms. Haas-Jack has been the Chief Administrative Officer and Corporate Secretary of Rustler Petroleum Inc., a privately held oil and gas company with operations in Alberta, since August 2003. Ms. Haas-Jack holds a Bachelor of Arts (French) from the University of Calgary.

Timothy D. Bacon, Director

Mr. Bacon brings over 26 years of primarily oil and gas experience to the Corporation. He is currently the Senior Manager of Energy Lending at Canadian Western Bank. Prior thereto, Mr. Bacon spent 15 years at National Bank of Canada as Manager or Senior Manager of their Calgary-based Energy Group. Mr. Bacon is a graduate of the University of British Columbia (Bachelor of Commerce) and McGill University (M.B.A.) and is a Certified Management Accountant.

Paul K. O'Donoghue, Director

Mr. O'Donoghue has over 20 years experience in the oil and gas industry. Mr. O'Donoghue is currently an independent businessman. Most recently, Mr. O'Donoghue was the Vice President, Investor Relations and Corporate Planning for Oilsands Quest Inc. Mr. O'Donoghue holds an MBA in Finance from the Rotman School of Business, University of Toronto and a Bachelor of Science in Economics from Oklahoma City University.

Additional Information

The Corporation is a capital pool company within the meaning of the policies of the Exchange and is listed on the Exchange. The Corporation does not have any operations and has no assets other than cash and deferred financing fees. The Corporation's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

Reviso has applied to the Exchange for an exemption from the sponsorship requirement in connection with the Qualifying Transaction. There is no assurance that the exemption will be granted by the Exchange.

Trading in the Common Shares of Reviso has been halted on the Exchange since March 30, 2010 and will resume trading upon completion of the Exchange's review of the required documentation.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. The Qualifying Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Boes 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.

FORWARD LOOKING STATEMENTS

In the interest of providing Reviso shareholders and potential investors with information regarding Reviso and Rustler, including management's assessment of the future plans and operations of Reviso and Rustler, certain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of the "safe harbour" provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this document contains, without limitation, forward-looking statements pertaining to expectations of management regarding the proposed Qualifying Transaction, including the timing of completion of the Qualifying Transaction and operating and financial metrics of the Qualifying Transaction.

With respect to forward-looking statements contained in this document, we have made certain assumptions . Although Reviso believes that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Reviso's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Qualifying Transaction may not close when planned or at all, or that it may ultimately close based on financial metrics that are different than those disclosed herein; the failure to obtain the necessary regulatory, shareholder, Exchange and other third party approvals required in order to proceed with the Qualifying Transaction; volatility in market prices for oil and natural gas; incorrect assessment of the value of the acquisition; failure to realize the anticipated benefits of the acquisition; and general economic conditions in Canada, the U.S. and globally.


Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. When relying on the forward-looking statements to make decisions, readers should carefully consider the foregoing risk factors and other uncertainties and potential events. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, Reviso does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Reviso Energy Ltd.
    Alan D. Jack, P. Eng
    President & Chief Executive Officer
    (403) 517-8818
    (403) 517-8815 (FAX)
    or
    Reviso Energy Ltd.
    Lorie J. Hynes, CA
    Chief Financial Officer
    (403) 517-8818
    (403) 517-8815 (FAX)