Petro Vista Announces Business Combination With Miramar Hydrocarbons

THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.


Petro Vista Energy Corp. ("Petro Vista" or the "Company") (TSX VENTURE:PTV), an
independent oil and gas exploration and production company announces that it has
signed a definitive agreement dated June 4, 2013 for the combination and
subsequent recapitalization of Petro Vista and Miramar Hydrocarbons Ltd.
("Miramar"), a private oil and gas company incorporated in Alberta and
headquartered in Calgary, with exploration and development assets in the Neuquen
Basin, Argentina (the "Acquisition"). Under the definitive agreement, each
Miramar shareholder would receive 0.4 of a Petro Vista common share in exchange
for each Miramar common share held, Miramar would complete a private placement
of subscription receipts for gross proceeds of not less than $10 million (the
"Miramar Financing"), Miramar's current management team would be appointed to
the Company, and the board of directors would be reconstituted with two
appointees of Petro Vista and four appointees of Miramar.


Strategic rationale  

The Acquisition brings together Petro Vista's producing asset in Brazil with
Miramar's assets in Argentina and its proven management and operational team to
lay the foundation for the exciting growth of an emerging South American oil and
gas explorer focused on development opportunities with a mandate to consolidate
high quality, undervalued oil and gas plays throughout this overlooked region. 


Keith Hill, Petro Vista's Chairman commented: "We are very pleased to have
attracted Miramar's high quality management team and Board. This is a unique
opportunity to build a strong South American focused energy company that is well
positioned to take advantage of the current weak market. There are a number of
high quality assets available and we plan to embark on an aggressive campaign to
acquire these assets at attractive prices." 


David Winter, Miramar's President and CEO commented: "The combination of Miramar
and Petro Vista creates a solid base portfolio with cash flow and provides an
excellent platform for growth in South America. There are several opportunities
to grow production from our combined assets and we have access to a strong deal
pipeline of opportunities, any one of which can lead to step-change growth." 


Holders of approximately 38% of the outstanding Petro Vista common shares, and
holders of approximately 54% of the outstanding Miramar common shares, have
entered into support agreements to vote in favour of, and otherwise support, the
Acquisition. 


New board and management team 

On completion of the Acquisition, the directors, senior officers and insiders of
the resulting issuer would be: 


Keith Hill, Chairman and Director 

Mr. Hill is the President and CEO of Africa Oil Corp. a publicly traded oil and
gas company with exploration and development assets in East Africa. Prior to
Africa Oil, Mr. Hill was founder, President and CEO of Valkyries Petroleum
Corp., a publicly traded oil and gas company which was subject to a $750 million
takeover. Mr. Hill previously served as General Manager of Lundin Oil AB's
operations in Malaysia and Sudan. Mr. Hill has over 27 years experience in the
oil industry including international new venture management and senior
exploration positions at Occidental Petroleum and Shell Oil Company. In
addition, Mr. Hill was a senior director of Tanganyika Oil which was subject to
a $2 billion takeover by Sinopec. 


Dr. David Winter, President, CEO and Director 

Dr. Winter has over 27 years of international oil and gas industry experience in
Latin America, the Middle East, North Africa, South East Asia and North America.
He is a Co-Founder and Director of Canacol Energy Ltd., a publicly traded oil
and gas company listed on both the Toronto and Colombia stock exchanges.


Prior to founding Miramar Hydrocarbons Ltd., Dr. Winter was Founder, CEO &
President of Excelsior Energy Limited, a Canadian publicly traded company
focused on exploration and appraisal activities in Canada's oilsands which was
subject to a $144 million takeover by Athabasca Oil Sands Corp.


Dr. Winter acquired his extensive international oil and gas experience from
senior management roles at Calvalley Petroleum, where he was Senior Vice
President, Exploration and Production and at Alberta Energy Company, where he
was Vice President, International Exploration. He has also held senior
management and technical positions with Canadian Occidental, Sun Oil and BP. 


Michael Harris, Vice-President, Finance and CFO 

Mr. Harris is a Chartered Accountant with over 25 years of extensive financial
experience at an executive and management level, primarily from his time with
Nexen Inc., a large publicly traded Canadian independent oil and gas company
with significant international operations. In his capacity as Corporate
Controller, Mr. Harris was an officer of the company and a member of Nexen's
Executive Management Committee. During his time with Nexen, he also held a
variety of senior financial roles in corporate finance, treasury, international
business development, investor relations and corporate taxation. He has a great
deal of experience with several international oil and gas fiscal regimes with
specific expertise in cross-border investments. Prior to joining Nexen, Mr.
Harris started his career with PricewaterhouseCoopers. 


Arturo Vilas, Vice-President, Business Development 

Mr. Vilas has over 30 years of experience as a Senior Investment Banker, mostly
dedicated to serving the energy industry in Latin America. Over his career, he
has been based in Buenos Aires, Caracas and London and has been actively
involved in M&A, project finance, public equity, capital markets, structured
derivatives and debt financing transactions for the oil & gas, power and
petrochemical sectors in the region. Prior to joining Miramar, Mr. Vilas was the
Managing Director of Macquarie Group's Buenos Aires office and managed
Macquarie's energy practice in South America. In early 2007, Mr. Vilas
successfully established Tristone Capital's Latin American practice, which was
subsequently purchased by Macquarie Group. Prior to that, Mr. Vilas had roles as
Latin America Managing Director for Scotia Waterous and as Managing Director in
charge of J.P. Morgan Chase's Energy Group for Argentina. Arturo has led or been
a key participant in teams conducting M&A, debt and equity transactions worth
over US$10 billion in Colombia, Ecuador, Venezuela, Argentina, Peru, Trinidad &
Tobago and Bolivia. 


Greg Carss, Vice-President, Engineering and COO 

Mr. Carss is a Professional Engineer with over 30 years of diverse oil and gas
industry experience with companies including Schlumberger, Imperial Oil (Exxon)
and Nexen. He has worked in roles ranging from drilling engineering and well
testing to production operations, economic analysis and business development.
Mr. Carss has spent over ten years in senior in-country positions in the Middle
East and South America. As Operations Manager and General Manager for Nexen in
Colombia, Greg played a key role in the development of the 25,000 bopd Guando
oil field and was responsible for drilling and production operations, as well as
partner and government relations, in relation to several operated exploration
blocks. Prior to that he held Field Superintendent and Production Manager
positions at the 240,000 bopd Masila Block in Yemen. A Professional Engineer
registered with APEGA, Greg also holds an M.B.A. (Finance) and speaks Spanish. 


Dr. Charle Gamba, Director 

Dr. Gamba is Co-Founder, CEO & President of Canacol Energy Inc., a publicly
traded oil and gas company listed on both the Toronto and Colombia stock
exchanges. Dr. Gamba has held a variety of technical and management roles with
major and mid-sized international oil companies, with the majority of his
professional career focused on E&P in South America. Prior to founding Canacol,
Dr. Gamba was Vice President of Exploration for Occidental Oil & Gas Company
based in Bogota, Colombia. In his eight years with Occidental, he has lived and
worked in Ecuador, Qatar, Colombia, and the USA, working in a variety of
technical and management roles. Dr. Gamba also worked for Alberta Energy Company
in Argentina and Ecuador, and for Canadian Occidental in Indonesia, Australia,
and Canada. 


Derek Aylesworth, Director 

Mr. Aylesworth is currently the Chief Financial Officer of Baytex Energy Corp.,
a publicly traded oil and gas company listed on both the Toronto and New York
stock exchanges, where he has primary responsibility for the company's capital
markets, financial reporting and compliance, financial risk management, tax and
treasury functions. Prior to joining Baytex, Mr. Aylesworth was Commercial
Manager of the Ecuador Region business unit at EnCana Corporation. Before that,
he was Division Vice President for the International New Ventures Exploration
business unit of the same company. Mr. Aylesworth has over 25 years of
experience in the oil and gas industry. 


Jorge Estrada-Mora, Director 

Mr. Estrada-Mora is the President and CEO of Jempsa Media and Entertainment S.A.
based in Buenos Aires, Argentina. He has over 40 years of technical and
management experience in the oil and gas industry and was the former President
of Petrolera del Comahue S.A., an Argentine oil and gas exploration and
production company, prior to its acquisition by Miramar in January 2012. Over
the course of his career, he served as Operations Manager, Bolivia and Chief
Geophysicist, Kenya for Sun Oil Company, as Vice-President, Exploration Services
at GeoSource Inc. and as Vice-President, Business Development for Pride
International Inc., where he was also a Director. In addition, he was a Director
of Production Operators Inc., prior to its acquisition by Schlumberger in 1998. 


Kelsey Clark, Corporate Secretary 

Mr. Clark is a Partner at Burnet, Duckworth & Palmer LLP, a law firm in Calgary,
where he practices securities law, mergers & acquisitions and corporate
governance with an international focus. He has extensive experience in energy
related transactions in several jurisdictions including South America, the
Middle East, Eastern Europe and North and West Africa. 


About the Miramar Financing 

Closing of the Acquisition is subject to Miramar completing private placement
financing of subscription receipts for gross proceeds of not less than $10
million at a price per subscription receipt to be determined in the context of
then current market conditions and otherwise on terms and conditions
satisfactory to Miramar and Petro Vista, and exchangeable into common shares of
Petro Vista at not less than the Discounted Market Price (as such term is
defined pursuant to the policies of the TSX Venture Exchange (the "Exchange")).
The subscription receipts will, provided all conditions to the completion of the
Acquisition have been satisfied or waived, be converted immediately prior to the
closing of the Acquisition into Miramar common shares on the basis of one
Miramar common share for each one subscription receipt, which Miramar common
shares would subsequently be exchanged for Petro Vista common shares on the
basis of 0.4 of a Petro Vista common share for each such Miramar common share.
The subscription proceeds would be returned to subscribers in the event the
Acquisition is not completed prior to September 30, 2013 or the definitive
agreement is terminated. It is expected that the Petro Vista common shares
issuable to the subscribers of the subscription receipts (in exchange for their
Miramar common shares issued on conversion of the subscription receipts) would
not be subject to resale restrictions except to the extent held by Principals of
the Company (as such term is defined pursuant to the policies of the Exchange)
or a control person of the Company (as defined under applicable securities laws)
or, to the extent the subscriber is located outside of Canada, applicable laws
in the jurisdiction where the subsciber is located require restrictions on
resale. 


About the Acquisition 

Pursuant to the definitive agreement, Petro Vista will acquire by way of a plan
of arrangement all of the issued and outstanding shares of Miramar such that
each Miramar shareholder will receive 0.4 of a Petro Vista common share for each
common share of Miramar. Additionally, each outstanding Miramar incentive stock
option and each outstanding Miramar share purchase warrant will be exchanged for
Petro Vista stock options and share purchase warrants with the same remaining
term but with appropriate adjustments to the number of options, number of
warrants and exercise prices taking into account the exchange ratio. 


Upon completion of the Acquisition, all common shares and securities convertible
into common shares held by Principals of the Company (as defined above) would be
subject to a three year escrow with 10% of the securities released on completion
of the Acquisition and 15% of the securities released on each six month
anniversary of completion. 


On completion of the Acquisition, current directors of Petro Vista consisting of
Darren Devine, Ian Gibbs and Ian Baron will resign and be replaced by Dr. David
Winter, Jorge Estrada-Mora, Dr. Charle Gamba and Derek Aylesworth, with a
remaining Petro Vista nominee to be appointed in due course. In addition, the
Company's management team will resign and be replaced by Miramar's current
management team comprising Dr. David Winter as President and CEO, Michael Harris
as Vice-President, Finance and CFO, Arturo Vilas as Vice-President, Business
Development, Greg Carss as Vice-President, Engineering and COO, and Kelsey Clark
as Corporate Secretary. 


In accordance with the policies of the Exchange, the Company is required to
obtain shareholder approval of the Acquisition. The Company intends to seek
approval by consent resolution or, in the alternative, seek approval at a
special meeting of shareholders anticipated to be held in July 2013. The
Acquisition is also subject to the approval of Miramar's shareholders and Court
approval in Alberta. 


Immediately following closing of the Acquisition, the Company will change its
name to "Miramar Hydrocarbons Inc." or a similar name. On the closing of the
Acquisition and the Miramar Financing, the Company is expected to be classified
as a TSX Venture Exchange Tier 2 oil and gas issuer. 


The definitive agreement contains a number of customary covenants,
representations and warranties and conditions of the parties, including a mutual
condition precedent that the Miramar Financing is completed on terms and
conditions satisfactory to Miramar and Petro Vista. In addition, the definitive
agreement provides for customary non-solicit covenants and termination fees of
$240,000 payable by Miramar and $250,000 payable by Petro Vista in certain
circumstances. The definitive agreement will be accessible on Petro Vista's
SEDAR profile at www.sedar.com. 


CIBC World Markets Inc. is acting as exclusive financial advisor to Petro Vista
in connection with the Acquisition. 


About Miramar Hydrocarbons 

Miramar, a widely held private company, is an approved operator in Argentina
through its wholly-owned subsidiary and has assets covering approximately 88,000
gross acres in the Neuquen Basin of Argentina comprising operated 90% working
interests in two blocks - General Roca and Blanco de Los Olivos. The General
Roca Block contains the Don Jose (Miramar 90% working interest) and Flor de Roca
(Miramar 78.75% working interest) exploitation concessions and the Blanco de Los
Olivos Block contains the Puesto Survelin exploitation concession (Miramar 90%
working interest). Both blocks contain exploration acreage. In addition, Miramar
owns and operates a 4,000 barrel of fluids per day oil processing facility
located on the General Roca Block. 


The General Roca Block contains three oil and gas discoveries and Miramar is
currently producing from the Flor de Roca field at rates of approximatley 59
bbl/d, net. The other discoveries on the General Roca Block encountered light
oil in the Tordillo Formation and need further appraisal to determine an
appropriate development plan. The Block also contains gas and light oil upside
potential in deeper reservoir targets in the Punta Rosada, Lajas and Pre-Cuyo
Formations, and there is unconventional resource potential in organic rich
shales of the Los Molles Formation and naturally fractured reservoirs in the
Choiyoi Group basement. Importantly, these deeper targets are on trend with and
adjacent to a prolific gas and light oil development on the neighbouring
Estacion Fernandez Oro Block operated by Apache Corporation. The exploration
acreage on the General Roca Block has been extended until December 2013, subject
to the completion of certain mandatory work programs, including the drilling of
one exploration well. 


Miramar's Blanco de Los Olivos Block contains an undeveloped oil and gas
discovery comprising two discovery wells which flow-tested 470 bbl/d (gross) and
250 bbl/d (gross) of light oil from the Centenario and Tordillo Formations in
the 1970's and 1990's. A third discovery well, drilled outside the mapped
structural closure, flow-tested 140 bbl/d (gross) of light oil from the
Centenario Formation. Further drilling is required to develop these discoveries,
and to test numerous other leads and prospects identified on the Block. The
exploration acreage on this Block has been extended until December 2015, subject
to the completion of certain mandatory work programs, including the drilling of
a well. 


The following is a summary of certain selected financial information of Miramar
derived from its unaudited interim condensed consolidated financial statements
for the three-month periods ended March 31, 2013 and 2012:




                                       Three Months Ended Three Months Ended
                                           March 31, 2013     March 31, 2012
                                      --------------------------------------
Cash and working capital(1)                    US$751,000       US$4,160,000
Long term debt                                        Nil                Nil
Oil and gas properties and other plant                                      
 and equipment                               US$1,691,000       US$1,752,000
Average daily working interest                                              
 production                                      12 bbl/d           16 bbl/d
Crude oil sales revenue                         US$60,000         US$104,000
Loss for the period                            US$889,000         US$735,000
Weighted average number of common                                           
 shares outstanding                            58,847,533         58,077,876
                                                                            
(1) Comprises quarter-end current assets net of current liabilities to be   
    settled in cash. See Non-GAAP Measures below.                           



The following is a summary of certain selected reserve information of Miramar
relating to its working interest in the Flor de Roca exploitation concession in
the General Roca block in Argentina based upon an evaluation of DeGolyer and
MacNaughton with an effective date of April 30, 2013:




                                  Light & Medium Oil
                                  ------------------
                                            Gross(1) 
Reserve Category                               (Bbl)
----------------------------------------------------
Proved Developed Producing                   100,721
Probable                                      24,879
Total Proved + Probable                      125,600
Possible(2)                                   34,229
Total Proved + Probable + Possible           159,829
                                                                            
(1) Gross reserve means Miramar's "company gross reserves", which are its   
    working interest (operating or non-operating) share before deduction of 
    royalties and taxes and without including any royalty interests of      
    Miramar                                                                 
(2) Possible reserves are those additional reserves that are less certain to
    be recovered than probable reserves. There is a 10% probability that the
    quantities actually recovered will equal or exceed the sum of proved    
    plus probable plus possible reserves.                                   



ON BEHALF OF PETRO VISTA ENERGY CORP. 

"Keith Hill", Chairman of the Board of Directors

Completion of the Acquisition is subject to a number of conditions, including
Exchange acceptance and disinterested shareholder approval. The Acquisition
cannot close until the required shareholder approval is obtained. There is no
assurance that the transaction will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the Management Information
Circular or the Filing Statement to be prepared in connection with the
Acquisition, any information released or received with respect to the
Acquisition may not be accurate or complete and should not be relied on. Trading
in the securities of Petro Visa should be considered highly speculative. 


The TSX Venture Exchange has in no way passed upon the merits of the Acquisition
and has neither approved or disapproved the contents of this press release. 


Forward-Looking Statements 

In the interest of providing readers with information regarding Petro Vista and
Miramar, including Petro Vista's assessment of the future plans and operations
of Petro Vista and Miramar subsequent to and in connection with the Acquisition,
certain statements contained in this news release constitute forward-looking
statements or information (collectively "forward-looking statements") within the
meaning of applicable securities legislation. Forward-looking statements are
typically identified by words such as "anticipate", "continue", "estimate",
"expect", "forecast", "may", "will", "project", "could", "plan", "intend",
"should", "believe", "outlook", "potential", "target" and similar words
suggesting future events or future performance. In addition, statements relating
to "reserves" are deemed to be forward-looking statements as they involve the
implied assessment, based on certain estimates and assumptions, that the
reserves described exist in the quantities predicted or estimated and can be
profitably produced in the future. In particular, this news release contains,
without limitation, forward-looking statements pertaining to the following:
expectations of management regarding the proposed Acquisition, including the
timing of completion of the Acquisition, the necessity for shareholder approvals
for each of Petro Vista and Miramar and the proposed methods and anticipated
timing for procuring the same; the anticipated application of escrow
requirements for certain Miramar shareholders and the scope of such escrow; the
classification of the pro-forma company as a Tier 2 oil and gas issuer on the
Exchange; the anticipated composition of the board of directors and management
of Petro Vista subsequent to the Acquisition; the potential attributes of the
combined Company resulting from the Acquisition and the strategic rationale
behind the Acquisition; the anticipated name change of the Company subsequent to
the Acquisition; the conditions to closing the Acquisition, including the mutual
condition that Miramar completes a financing of not less than $10 million of
subscription receipts and the proposed terms and conditions of the subscription
receipts; and the anticipated resale restrictions (or lack thereof) that are
expected to apply for the Petro Vista shares ultimately issued on the conversion
of the subscription receipts. 


With respect to forward-looking statements contained in this news release, the
Company has made assumptions regarding, among other things: the timing of
receipt of regulatory, court and shareholder approvals for the Acquisition; the
individuals described herein to serve as directors and/or management of the
Company subsequent to the Acquisition will remain the same at closing; that the
Exchange's evaluation of the escrow requirements and regime appropriate for the
transaction will be the same as set forth herein; the Exchange's assessment of
the listing category applicable to the pro-forma company subsequent to the
Acquisition; the ability of the Company to execute and realize on the
anticipated benefits of the Acquisition will be the same as set forth herein;
that the name Miramar Hydrocarbons Inc. will be available for the Company
subsequent to the Acquisition; and that the terms and conditions of the
financing of Miramar subscription receipts will remain the same as described
herein; and that all exemptions in respect of the resale of the Petro Vista
shares ultimately issued on the conversion of the subscription receipts will be
available in the manner presently contemplated and the requirements to rely on
such exemptions will be satisfied. Although the Company believes that the
expectations reflected in the forward looking statements contained in this news
release, and the assumptions on which such forward-looking statements are made,
are reasonable, there can be no assurance that such expectations will prove to
be correct. Readers are cautioned not to place undue reliance on forward-looking
statements included in this news release, as there can be no assurance that the
plans, intentions or expectations upon which the forward-looking statements are
based will occur. 


By their nature, forward-looking statements involve numerous assumptions, known
and unknown risks and uncertainties that contribute to the possibility that the
predictions, forecasts, projections and other forward-looking statements will
not occur, which may cause Petro Vista's or Miramar's actual performance and
financial results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include, among other
things, the following: that the Acquisition may not close when planned or at all
or on the terms and conditions set forth herein; the failure of Petro Vista
and/or Miramar to obtain the necessary shareholder, Court, regulatory and other
third party approvals required in order to proceed with the Acquisition; the
satisfaction of the Exchange of the Acquisition will not be met in a timely
manner, or at all; volatility in market prices for oil and natural gas;
incorrect assessment of the value of the Acquisition; the continued availability
and satisfaction of certain securities laws exemption in regards to the resale
of Petro Vista shares; failure to realize the anticipated benefits and synergies
of the Acquisition; the general economic conditions in Brazil, Argentina,
Canada, the U.S. and globally; industry conditions; governmental regulation;
imprecision of reserve estimates; environmental risks; competition from other
industry participants; stock market volatility; the ability to access sufficient
capital from internal and external sources. Readers are cautioned that the
foregoing lists of factors are not exhaustive. Additional information on these
and other factors that could affect the Company's operations or financial
results are included in reports on file with applicable securities regulatory
authorities and may be accessed through the SEDAR website (www.sedar.com). 


The forward-looking statements contained in this news release speak only as of
the date of this news release. Except as expressly required by applicable
securities laws, Petro Vista does not undertake any obligation to publicly
update or revise any forward looking statements, whether as a result of new
information, future events or otherwise. The forward-looking statements
contained in this news release are expressly qualified by this cautionary
statement. 


Non-GAAP Measures 

"Cash and working capital" is a non-GAAP measure and is calculated as current
assets net of current liabilities to be settled in cash. This measure is used to
assess liquidity and general financial strength and does not have a standardized
meaning prescribed by IFRS. It is unlikely for non-GAAP measures to be
comparable to similar measures presented by other companies. Working capital
should not be considered an alternative to, or more meaningful than current
assets or current liabilities as determined in accordance with IFRS. 


Selected Definitions: 



bbl    means barrel               
bbl/d  means barrel of oil per day




FOR FURTHER INFORMATION PLEASE CONTACT: 
Petro Vista Energy Corp.
Darren Devine
[phone]
[e-mail]
www.pvecorp.com