Loon Energy Corporation

Loon Energy Corporation

February 23, 2009 09:40 ET

Petro Vista Energy to Acquire Loon Energy

VANCOUVER, BRITISH COLUMBIA AND CALGARY, ALBERTA--(Marketwire - Feb. 23, 2009) - Petro Vista Energy Corporation (TSX VENTURE:PTV) ("Petro Vista") and Loon Energy Corporation (TSX VENTURE:LNE) ("Loon") announced today that they have entered into a Letter of Intent (the "LOI") with respect to a proposed business combination which, if completed, would result in Petro Vista acquiring Loon in an all stock transaction. With the acquisition, Petro Vista will become a South American focused, well capitalized junior oil and gas producer and explorer led by an experienced and successful management team.

Norman W. Holton, President and CEO of Loon, commented, "The business combination with Petro Vista allows Loon shareholders to participate in a more substantial entity with near-term development opportunities, a strong management team and improved access to capital."

Read B. Taylor, President and CEO of Petro Vista, commented. "This transaction represents an excellent opportunity to obtain both cash for our 2009 exploitation-exploration drilling program and a carried interest in a strategic 2.4 million acre exploration asset with high impact potential in northeast Peru,. Both the Colombia and Peru assets are complementary to our existing production and growth portfolio."

Benefits of the Transaction

Loon brings to the transaction approximately US$2,750,000 in cash and other assets, which include a 20% working interest in a producing oil well in the Buganviles Association Contract in the Upper Magdalena Basin of Colombia. In addition, Loon will contribute a 20% working interest in an Exploration License Contract, which gives it the right to explore for and produce oil and natural gas from Block 127, a 2.4 million gross acre (480,000 net) exploration concession located in the Amazon Basin of Northeastern Peru. The Peruvian asset is owned in partnership with CEPSA Peru S.A, who is carrying 100% of Loon's costs on an estimated US$11,500,000 2D seismic program.

Petro Vista brings to the transaction seven (7) highly prospective assets with a range of operated and non operated working interests. The properties and their potential are balanced across a portfolio of existing and near-term production and development as well as blocks having significant upside exploration potential. In total, Petro Vista holds over 840,086 gross acres (450,988 net) in Colombia and Brazil. Additionally, Petro Vista has a strong management team with on-the-ground regional experience, geotechnical analysis, operations expertise and specialties in mergers, acquisitions and financings.

Key Terms of Arrangement

The LOI is non-binding except for a "no shop" clause, a right to match any superior proposal and provision for payment of a break fee of $250,000 in the event that a superior proposal is accepted by either party. The business combination is proposed to occur by way of a plan of arrangement (the "Arrangement"). The proposed transaction is subject to further due diligence to the satisfaction of each Loon and Petro Vista, the negotiation of the formal arrangement and loan agreements and the approval of regulators.

Under the terms of the LOI, Loon and Petro Vista have agreed to pursue the negotiation and settlement of binding definitive agreements on or before March 13, 2009.

The LOI contemplates the acquisition by Petro Vista of all of the issued and outstanding shares of Loon on the basis of one Unit of Petro Vista for each five shares of Loon. Each Unit of Petro Vista will comprise one common share plus one-third of a share purchase warrant. In the event that Petro Vista's daily average production for calendar Q1 2010 is less than 500 boepd from its existing assets, each whole warrant will be exchangeable for an additional Petro Vista common share.

On completion of the Arrangement, Loon will be a wholly-owned subsidiary of Petro Vista. Petro Vista currently has 43,503,883 common shares issued and outstanding. Approximately 19.2 million units are expected to be issued to Loon shareholders on completion of the Arrangement. On closing of the Arrangement, Petro Vista would have approximately 62.7 million common shares issued and outstanding, with former Loon shareholders owning approximately 30% of these shares. If the warrants become exercisable, approximately 6.4 million additional Petro Vista common shares will be issued to the holders at the time of exercise.

The Arrangement is expected to be completed in May 2009. Completion of the Arrangement and the listing of the warrants will be subject to the approval of the security holders of Loon, court and regulatory approvals and the acceptance of the TSX Venture Exchange.

Key Terms of Loan

Upon the completion of satisfactory due diligence and subject to other conditions, Loon has agreed to advance Petro Vista US$2,000,000 (the "Loan"), repayable with interest at 10% per annum in the event the Arrangement is not completed on or before June 30, 2009. The Loan will be secured by a pledge of shares of Petro Vista's operating subsidiaries and will be subject to mutual agreement on a formal loan agreement, regulatory approval and written consent of shareholders representing more than 50% of the common shares of Loon.

The proceeds of Loan will be used to fund Petro Vista's 2009 exploitation and exploration drilling programs in Brazil and Colombia.


Read B. Taylor, President and CEO


Norman W. Holton, President and CEO

BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

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 either Petrol Vista or Loon. 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 statement can be guaranteed and actual future results may vary materially. Neither Petro Vista nor Loon assume the obligation to update any forward-looking statement, except as required by applicable law.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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