Petro Vista and Cantrell Capital Corp. have entered into a binding agreement to complete the following transactions, subject to all necessary approvals.
Cantrell has agreed to purchase, by way of a non-brokered private placement, 25 million units of Petro Vista at a price of C$0.20 each for gross proceeds of C$5 million. Each unit will consist of one common share and one share purchase warrant. Each warrant will be exercisable by the holder to purchase one additional common share of Petro Vista for a period of two years at a price of C$0.30 per share.
Petro Vista has agreed to grant to Cantrell, on the closing of the private placement, the right to participate in all future equity financings that are completed by Petro Vista for as long as Cantrell beneficially owns at least 10% of the issued common shares of Petro Vista.
The private placement is expected to close on or before October 9, 2009, subject to acceptance by the TSX Venture Exchange and any receipt of any required approval of the shareholders of Petro Vista.
The proceeds of the financing will be used by Petro Vista to fund its on-going operations costs in Colombia and Brazil and for future property acquisitions.
Petro Vista has agreed to pay a finders' fee equal to 6% of the value of the Units issued in the private placement, payable in cash, and 6% of the number of Units issued in the private placement, payable in Units, subject to the prior approval of the TSX Venture Exchange.
Cantrell has agreed to farm into one-half of Petro Vista's 50% participating interest in the Morichito Block located in the Llanos basin in Colombia which is held through Petro Vista's wholly-owned subsidiary Petropuli Ltda.
In consideration for the farm in, Cantrell has agreed to fund 100% of Petropuli's participating interest costs of drilling and completion of Morichito #5 well in the Morichito Block up to a maximum of US$2.5 million, following which any additional costs will be shared based on each party's participating interest.
The completion of the farm-out transaction is subject to the closing of the private placement and the receipt of all necessary approvals and consents, including approval to the assignment by the Agencia Nacional do Hidrocarburos, the consent of all parties to the inclusion of Cantrell as a party to the Morichito Joint Operating Agreement and the acceptance of the transaction by the TSX Venture Exchange.
Cantrell has agreed to farm into one-half of Petropuli's 50% participating interest in the Block SSJN-5 located in the Upper Magdalena basin in Colombia ("Block 5") and held through Petro Vista's wholly-owned subsidiary Petropuli Ltda.
In consideration for the farm in, Cantrell has agreed to fund 100% of Petropuli's participating interest share of the costs of completing the Phase 1 mandatory and discretionary 3D seismic program obligations on Block 5.
The completion of the farm-out transaction is subject to the closing of the private placement and the receipt of all necessary approvals and consents, including approval to the assignment by the Agencia Nacional do Hidrocarburos, the consent of all parties to the inclusion of Cantrell as a party to the Block 5 Joint Operating Agreement and the acceptance of the transaction by the TSX Venture Exchange.
Petropuli has also granted Cantrell an option to purchase Petropuli's remaining 25% participating interest in Block 5 for US $3 million. That amount is payable, at PTV's sole election, in either cash or common shares of Cantrell at the 30 day weighted average closing price prior to the date the option is exercised. Cantrell may exercise the option by providing a written notice of exercise to PTV within 60 days of Cantrell receiving a copy of the final report of the 3D seismic program on Block SSJN-5.
Cantrell has granted to Petro Vista an option to purchase common shares in the capital of Cantrell having an aggregate value of US $3 million, with the price per share being 20% higher than the 30 day weighted average closing price immediately prior to date on which Cantrell exercises its option to acquire the remaining 25% participating interest. Petro Vista may exercise the option at any time, in whole or in part, within the period of three years from the date the parties enter into the definitive agreement to sell the initial 25% participating interest in Block 5. The right to exercise the option is conditional upon the receipt of an independent third party reserve report stating that gross proven and probable reserves of Block 5 exceeds 50 million barrels of oil or oil equivalent.
Read Taylor, the President and CEO of Petro Vista, commented, "This partnership with Cantrell provides Petro Vista the ability to acquire interest in producing properties with upside potential that we have already identified and high-graded. This will enable us to generate cash flow and build reserves. The farm-outs of Morichito and Block 5 allow us to reduce our overall capital costs while maintaining significant exposure to the drilling opportunities and exploration success we believe both blocks hold."
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