Reviso Energy Ltd.

September 23, 2010 15:17 ET

Reviso Energy Ltd. Updates Financing Terms

CALGARY, ALBERTA--(Marketwire - Sept. 23, 2010) - Reviso Energy Ltd. ("Reviso" or the "Corporation") (TSX VENTURE:AVG.P), is pleased to provide an update regarding its proposed qualifying transaction and concurrent financing (the "Private Placement"). Reviso previously announced that it had entered into an amalgamation agreement ("Amalgamation Agreement") with Rustler Petroleum Inc. ("Rustler") and 1529256 Alberta Ltd., pursuant to which 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"). Additionally, the Corporation proposes to change its name to "Avatar Energy Ltd." (the "Name Change", which together with the Amalgamation, shall be referred to as the "Transaction").

The meeting of shareholders of Reviso is scheduled for September 28, 2010. Should the Amalgamation be approved by the shareholders of Reviso, the Transaction is expected to close on or about October 1, 2010, subject to final approval of the TSX Venture Exchange (the "Exchange").


Reviso has amended the terms of its previously announced non-brokered private placement. The Corporation has engaged Raymond James Ltd. to lead a syndicate of agents in connection with a best efforts Private Placement of up to 1,250,000 common shares ("Common Shares") issued on a "flow-though basis" (each a "Flow-Through Share") at a price of $0.80 per Flow-Through Share and a minimum of 3,571,429 units and a maximum of 5,714,286 units of the Corporation (each a "Unit") at a price of $0.70 per Unit. Each Unit will consist of one Common Share and one half Common Share purchase warrant (each whole warrant, a "Warrant") to acquire an additional Common Share at a price of $0.85 per Common Share for a period of 12 months from the date of closing, subject to acceleration in the event the Corporation may, at its option, accelerate the expiry date by delivery of a notice (a "Warrant Acceleration Notice") to the holders of Warrants and by issuing a press release announcing such acceleration (a "Warrant Acceleration Press Release"), and, in such case, the Warrant expiry date shall be deemed to be the 30th day following the later of (i) the date on which the Warrant Acceleration Notice is sent to the holders of the Warrants, and (ii) the date of issuance of the Warrant Acceleration Press Release.

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 securities issued in connection with the Private Placement will be subject to applicable resale restrictions.

Trading in the Common Shares of Reviso has been halted on the Exchange since March 30, 2010 and will resume trading upon receipt of the required documentation 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 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, 1010 (the "Information Circular"), available at or contact Alan D. Jack.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and, if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. The Transaction cannot close until the 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, 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.

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)