VANCOUVER, BRITISH COLUMBIA - June 5, 2013 - (TSX-V: PTV) Petro Vista Energy Corp. (”Petro Vista” or the & ;Company”), 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.
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 March 31, 2013||Three Months Ended March 31, 2012|
|Cash and working capital1||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|
|Reserve Category||Gross(1) (Bbl)|
|Proved Developed Producing||100,721|
|Total Proved + Probable||125,600|
|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.
Chairman of the Board of Directors
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.
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.
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.
& ;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.
bbl means barrel
bbl/d means barrel of oil per day
For further information please contact:
Petro Vista Energy Corp.,
Attention: Darren Devine