Reviso Energy Ltd.
TSX VENTURE : AVG.P

October 01, 2010 11:23 ET

Reviso Energy Ltd. Announces Shareholder Approval for Qualifying Transaction and Updates Financing Terms

CALGARY, ALBERTA--(Marketwire - Oct. 1, 2010) - Reviso Energy Ltd. ("Reviso" or the "Corporation") (TSX VENTURE:AVG.P), is pleased to advise that at a meeting of shareholders held on September 28, 2010 (the "Meeting"), shareholders of the Corporation approved the Corporation's qualifying transaction pursuant to which Rustler Petroleum Inc. ("Rustler") and 1529256 Alberta Ltd., a wholly-owned subsidiary of the Corporation, will amalgamate pursuant to the provisions of the Business Corporations Act (Alberta) (the "Amalgamation"). Shareholders also approved a change in the name of the Corporation to "Avatar Energy Ltd." (which, together with the Amalgamation, is referred to herein as the "Transaction").

It is a condition to the completion of the Transaction that the Corporation raise equity proceeds of not less than $3.5 million. The Company has engaged Raymond James Ltd. to lead a syndicate of agents, including National Bank Financial Inc., Macquarie Capital Markets Canada Ltd. and Emerging Equities Inc. (the "Agents") in connection with the private placement on a commercially reasonable efforts basis. The Corporation, in consultation with the Agents, has determined that it is in the best interests of the Corporation to revise the terms of the previously announced minimum $3.5 million private placement (the "Private Placement") comprised of: (a) up to 1,754,386 common shares ("Common Shares") issued on a flow-through basis ("Flow-Through Shares") at a price of $0.57 per Flow-Through Share for gross proceeds of $1,000,000 from the sale of Flow-Through Shares; and (b) assuming all Flow-Through Shares are fully subscribed, a minimum of 5,000,000 Common Shares at a price of $0.50 per Common Share for minimum gross proceeds of $2.5 million. No share purchase warrants will be issued as part of the Private Placement.

The Corporation, in consultation with the Agents, determined to re-price the Private Placement to more accurately reflect current market and industry conditions. The previously announced terms had been determined with reference to the last closing price of $0.85 at which the Common Shares traded on March 29, 2010. The Common Shares only traded for a twelve day period and have been halted since March 29, 2010, a period of six months.

In connection with the Private Placement, the Agents are entitled to a 7% cash commission on the portion of the Private Placement they sell. All Common Shares issued in connection with the Private Placement will be subject to applicable resale restrictions.

The Corporation intends to seek approval for the revised terms of the Private Placement from its shareholders by way of written consent obtained from shareholders holding a majority of the outstanding Common Shares after excluding all Common Shares held by Reviso shareholders whose votes were excluded in determining minority approval of the Transaction at the Meeting. A form of written consent (the "Shareholder Consent") will be mailed to all shareholders and will be filed under the Corporation's profile on SEDAR at www.sedar.com. The Corporation expects to complete the Private Placement and the Transaction as soon as reasonably practicable following receipt of the requisite number of Shareholder Consents, subject to final approval of the TSX Venture Exchange (the "Exchange").

Trading in the Common Shares of the Corporation has been halted on the Exchange since March 30, 2010 and will continue to be halted until the completion of the Private Placement and the Transaction and all required documentation has been received by the Exchange.

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, cash equivalents and receivables. 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.

For further information with respect to Reviso, Rustler and the Transaction, including the board and management of Reviso following completion of the Transaction, please see the Corporation's management proxy circular dated August 26, 2010 as amended September 2, 2010 (the "Information Circular") and as may be further modified by the Shareholder Consent, available at www.sedar.com or contact the person listed below.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Transaction cannot close until all required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular as may be modified by the Shareholder Consent, any information released or received with respect to the 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 securities of Reviso being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

FORWARD LOOKING STATEMENTS

This press release contains forward looking statements. More particularly, this press release contains statements concerning the Amalgamation, the Private Placement and the anticipated terms and closing date thereof. Although Reviso believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Reviso can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Transaction could be delayed if Reviso is not able to obtain the necessary shareholder approvals on the timelines it has planned. The Transaction will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. The completion of the Private Placement is subject to risks associated with capital markets generally and it will not be closed in event the minimum subscription amount is not achieved. Accordingly, there is a risk that the Transaction and the Private Placement will not be completed within the anticipated time or at all. The forward looking statements contained in this press release are made as of the date hereof and Reviso undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction. 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.

Contact Information

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