Petro Vista Energy Corp.

TSX VENTURE : PTV


Petro Vista Energy Corp.

February 06, 2013 15:42 ET

Petro Vista Announces Share Consolidation and Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 6, 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, announces that it is proposing to consolidate all of its issued and outstanding securities on a twenty for one (20:1) basis pursuant to the policies of the TSX Venture Exchange and the requirements of the British Columbia Business Corporations Act.

In addition, the Company is proposing to conduct a non-brokered financing of up to $4.0 million, comprised of approximately 10,666,667 units to be issued at a post-consolidation price of $0.375 per unit. Each unit will be comprised of one common share and one share purchase warrant, exercisable for five years at a post-consolidation price of $0.50. The Company will also convert approximately $3,780,000 of debt, plus interest accrued from January 31, 2013, on the same terms, resulting in the issuance of an additional approximately 10,080,805 units.

Pursuant to the consolidation and private placement, the Company will eliminate all outstanding debt and create a share structure and working capital that will allow it to conclude the workover of its development wells on its Tartaruga project and to pursue new opportunities in South America.

Net proceeds of the private placement will be used pay down all remaining debt, finance Company's ongoing workover of its two Tartaruga wells and for general working capital purposes.

Securities issued under the private placement will be subject to a four-month hold period under applicable Canadian Securities laws.

The private placement is subject to regulatory approval.

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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