you gotta love the clawback option

RECAP.....I think ive read this announcement 10 times or more....i really cant believe the magnitude of this announcement and when i first read it I thought I was dreaming....quite incredible what CVI have achieved . I especially like the clawback option and the possible listing on a main board in the US...CHEERS j


CityView Concludes US$1.1 Billion
Project Funding Plans
CityView Corporation Limited (“CityView”) is pleased to announce the conclusion of
negotiations to finance the key projects in West Africa in which CityView holds
interests or is currently evaluating.
The directors of CityView believe that the proposed arrangements will significantly
increase the value of the Company, as they remove the immediate funding
commitments on CityView’s oil, diamond, copper, gold and other mineral
programmes. Importantly it allows CityView to retain ultimate control of the projects
whilst providing the large amounts of working capital to fast track the various
projects.
Pensador Resources Inc.
Pensador Resources Inc. (“Pensador”), a US corporation that will assist CityView
with the financing of these projects, is in the final stages of securing underwriting
which will aggregate on completion approximately US$1.1 billion in equity.
Pensador shares will be subscribed for by Angolan nationals and other parties at a
price of US$20 per share. Three prominent Angolan businessmen are joining the
Board of Pensador.
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:
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Page 2 of 4
• 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.
It is anticipated that upon completion of the financing, the fully diluted issued capital
of Pensador will be approximately 68.5 million shares which when valued at US$20
per share has a market capital of ~US$1.4 billion. The difference between US$1.1
billion and US$1.4 billion represents shares anticipated to be allotted to Angolans as
part consideration for the assets to be transferred to Pensador.
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.
To assist CityView to take advantage of this opportunity, two UK investment groups
have offered to subscribe for up to 75 million CityView shares at a price of
Au$0.222, being a premium to the present market price.
Claw-Back
A key component of the finance package was the securing of undertakings from the
major shareholders in Pensador to exchange their Pensador shares for CityView
shares when called upon by CityView (the “claw-back”).
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.
CityView has commissioned an analyst team in London to review the impact on
CityView of the proposed finance plans, work programmes, legal title and corporate
governance. It is anticipated that this report will be available shortly.
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.
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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.
ASX / MEDIA RELEASE CityView Corporation
Diamonds
Pensador will fund both the bringing into production of the two alluvial licences and
also the development programme for the diamondiferous kimberlites.
CityView will be granted a 10% interest in the net profits to be received by Canzar
Resources Limited (“Canzar”) in the Luachisse and Nhefo alluvial production.
As CityView will become the ultimate holding company of all the group subsidiary
companies, CityView’s option over Canzar ceases to be relevant and will be
relinquished.
Metals
CityView will retain its existing holding of 22,717,562 shares of Fortitude valued at
US$31,577,411 million (US$1.39 per share). Two of the three directors of the
Fortitude Board are CityView directors (I. Egan and N. Hoexter) and they will
continue to be actively involved in monitoring the ongoing work programmes.
Pensador will fund Fortitude’s programmes to the commencement of copper
production and development of the gold, rare earths and other minerals projects.
Other Interests
CityView will retain its option over Petro Energy Africa Limited/Turnberry Resources
Inc who are in negotiation for oil rights in Cameroon. CityView will also retain its
controlling interest in European Oil Limited which owns 6% of Quest Energy Middle
East Limited (“Quest”). At the appropriate time Quest will facilitate the listing of
CityView on the Dubai Stock Exchange.
Mark Smyth