Kallisto Energy Corp. has entered into a definitive reorganization and investment agreement (the "Agreement") with Barry Olson, Donald Sabo, Greg Phaneuf, Elizabeth More, Neil Wilson, Kellie D'Hondt and Paul Storey (the "Initial Investor Group"), which provides for: (i) a non-brokered private placement of approximately $25 million in aggregate (the "Private Placement"); (ii) the appointment of a new management team and board of directors (collectively, the "New Management Team"); and (iii) a rights offering (the "Rights Offering") to current holders of Common Shares of Kallisto (collectively, the "Transaction").

Kallisto will be seeking a discretionary waiver from the TSX Venture Exchange (the "TSXV") in respect of the minimum pricing requirements for the Private Placement on the basis of a future consolidation to be completed by Kallisto within six months of the date of completion of the Private Placement.

Tags: Kallisto Energy