Petro Vista Energy Corp.

TSX VENTURE : PTV


Petro Vista Energy Corp.

February 25, 2013 09:00 ET

Petro Vista Announces Completion of Share Consolidation Debt Conversion and $4 Million Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 25, 2013) -

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.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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