Petro-Victory Announces Shares for Debt Issuance

/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, May 26, 2017 /CNW/ - Petro-Victory Energy Corp. ("Petro-Victory" or the "Company") (TSX-V: VRY) announces that it has approved the settlement of outstanding management fees and salaries payable to certain directors, officers and employees of the Corporation in an aggregate settlement amount of $1,354,575.40, through the issuance of an aggregate of 27,091,508 common shares in the capital of the Corporation ("Common Shares"), at a price of $0.05 per Common Share.  The Common Shares are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws.

The Corporation has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the Common Shares to the Chief Executive Officer of the Corporation (i.e., Formal Valuation Requirement - Issuer Not Listed on Specified Markets; Minority Approval Requirement - Fair Market Value Not More Than 25% of Market Capitalization).

The issuance of the Common Shares is subject to TSX Venture Exchange final acceptance.

Immediately following this issuance, Richard F. Gonzalez, President and CEO of the Corporation, who is a resident of the United States, elected to convert a portion of his Common Shares into restricted voting shares of the Corporation ("Restricted Voting Shares") so that the Corporation continues to qualify as a Foreign Private Issuer in the United States.

The Common Shares are being converted in order to maintain the threshold of less than 50 percent of the Common Shares being directly or indirectly held of record by residents of the United States and the Company therefore, qualifies as a Foreign Private Issuer in the United States. The restricted voting shares are convertible on a 1:1 ratio into Common Shares, at the holder's option.

Early Warning Requirements

As a result of the conversion, Mr. Gonzalez, will hold 36,310,912 Common Shares and 52,135,746 Restricted Voting Shares of the Corporation representing approximately 20.3% of the issued and outstanding voting securities of the Company on a non-diluted basis and 32.9% of the issued and outstanding securities of the Company, assuming conversion of the Restricted Voting Shares.

The issuance to Mr. Gonzalez was completed for investment purposes, and he may acquire additional securities either on the open market or through the financing or private acquisitions and may sell the securities he holds either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.

A copy of the early warning report of Mr. Gonzalez will be available under Petro-Victory's profile on SEDAR.

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, 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; 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.

For further information: Petro-Victory Energy Corp., Richard F. Gonzalez, CEO - 817-838-1819; 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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