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LNE

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Share Name Share Symbol Market Type
TSXV:LNE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Petro Vista Energy to Acquire Loon Energy

23/02/2009 1:40pm

Marketwired Canada


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.


ON BEHALF OF PETRO VISTA ENERGY CORPORATION

Read B. Taylor, President and CEO 

ON BEHALF OF LOON ENERGY CORPORATION

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.


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