where do we stand then...., page-47

What is the confusion about....


As a first step, in exchange for 3.4 million Pensador shares valued at US$68 million at the above price of US$20 per share, CityView will transfer to Pensador its rights to and interests in the following investment opportunities:

•
The opportunity to invest in four Angolan offshore oil licences which CityView has been evaluating for the past two months; and
•
The opportunity to invest in an oil refinery in West Africa with guaranteed supply and off-take which is currently in the advanced due diligence stage......



In recognition of CityView’s pioneering work in Angola, CityView has been granted the right to increase its proposed holding from the above 3.4 million shares to 4.2 million Pensador shares by subscribing for a further 800,000 shares at a negotiated discount price of US$15 per share for a total of US$12 million.

The terms of the claw-back will ultimately be based on respective independent valuations immediately prior to the exercise of the clawback option. Exercise of this claw-back option will be subject to the approval of CityView’s shareholders.

Upon exercise of the “claw-back” option over Pensador shares, and the merger of Pensador with CityView, CityView will be the surviving holding company. At that point, CityView will seek to upgrade its Stock Exchange listing in the USA from its present OTCBB status to a higher Stock Exchange.

Work Program
It is anticipated that the funds available to Pensador will be allocated towards the development of the following projects-:
a.
To bring Cachoeiras copper project to a JORC compliant resource and then into commercial production. Also to continue exploration on the other four copper concessions held by Fortitude Minerals Limited (“Fortitude”) in Angola;
b.
To bring the Luachisse and Nhefo alluvial diamond concessions into production;
c.
To construct and commission in West Africa a 100,000 barrels of oil per day refinery, with a guaranteed oil supply and off-take for its refined products;
d.
To participate in the development of four Offshore Oil Permits in Angola;
e.
To establish an Angolan energy fund for the development of onshore oil and gas deposits in Angola;
f.
To develop a JORC compliant resource at the Longonjo copper/gold/rare earths project;
g.
To develop a JORC compliant resource at the Chipindo gold project;
h.
To continue exploration at the Ucua pegmatite project;
i.
To conduct initial exploration and development work on the Luachisse and Nhefo diamondiferous kimberlites and the Longonjo diamond area;
j.
To invest in an Angolan Government Project currently subject to a confidentiality agreement; and
k.
To undertake studies on other opportunities in Angola including a large iron ore project.