Petro-Victory Announces $2MM Private Placement

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

CALGARY, Feb. 24, 2015 /CNW/ - Petro-Victory Energy Corp. ("Petro-Victory" or the "Company") (TSX-V: VRY)

Petro-Victory is pleased to announce that it intends to complete a non-brokered private placement offering of units at a price of $0.05 per unit for gross proceeds of up to $2,000,000.  Each unit will consist of one common share and one common share purchase warrant.  Each warrant will entitle the holder thereof to acquire one additional common share at a price of $0.15 per share for a period of 24 months after the closing. 

A finder's fee of up to 8% of the gross proceeds of the offering may be paid on all or any portion of the funds raised pursuant to this offering.  In addition, finders will receive finder's warrants equal to up to 8% of the number of units issued in connection with the offering.  Each finder's warrant will entitle the holder to purchase one common share at a price of $0.15 for a period of 24 months after the closing.

The first closing of the offering is expected to occur on or about February 27, 2015, and is subject to regulatory approval.  All securities issued in connection with the offering will be subject to a hold period of four months and one day from the date of closing.  The net proceeds from the Offering will be used to for general corporate purposes. 

Debt Extension

On June 26, 2014, the Company executed an unsecured convertible debenture (the "Debenture") in the amount of $5,000,000 with the holder of the Debenture, a party with a common Director.  The interest rate was 8% and was payable at the earlier of maturity date or the conversion date.  The maturity date was December 26, 2014.  On July 25, 2014, the Company repaid $2,500,000 of the principal as well as interest on that portion of the Debenture. 

The Company and the holder have reached an agreement in principle to amend the terms of the Debenture and to extend the remaining principal and interest balance of $2,600,000 for about 13 more months. The agreement in principle for the amendment and extension agreement contemplates payment of principal and remaining interest due on March 31, 2016.  As part of the extension, the Company has agreed in principle to secure the Debenture.  The extension remains subject to final documentation and ordinary security granting provisions.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

Cautionary Note

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.

Advisory Regarding Forward-Looking Statements

In the interest of providing Petro-Victory's shareholders and potential investors with information regarding Petro-Victory, including management's assessment of Petro-Victory's future plans and operations, certain statements in this press release are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.

Specifically, this press release contains forward-looking statements relating to but not limited to: the offering,  the Debenture extension, our business strategies, plans and objectives, and drilling, testing and exploration expectations. These forward-looking statements are based on certain key assumptions regarding, among other things:, the completion of the Offering and Debenture extension, our ability to add production and reserves through our exploration activities; the receipt, in a timely manner, of regulatory and other required approvals for our operating activities; the availability and cost of labour and other industry services; the continuance of existing and, in certain circumstances, proposed tax and royalty regimes; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Petro-Victory at the time of preparation, may prove to be incorrect.

Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. These and additional risk factors are discussed in our Final Prospectus dated July 11, 2014, as filed with Canadian securities regulatory authorities at www.sedar.com.

The above summary of assumptions and risks related to forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on Petro-Victory's current and future operations and such information may not be appropriate for other purposes. There is no representation by Petro-Victory that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Petro-Victory does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

SOURCE Petro-Victory Energy Corp.

Image with caption: "Petro-Victory Energy Corp. (CNW Group/Petro-Victory Energy Corp.)". Image available at: http://photos.newswire.ca/images/download/20150224_C7971_PHOTO_EN_12497.jpg

For further information: Petro-Victory Energy Corp., Richard F. Gonzalez, CEO - 972-239-3084; Petro-Victory Energy Corp., Mark Bronson, CFO and Corporate Secretary - 817-838-4744; Brisco Capital Partners Corp., Scott Koyich - 403-619-2200


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