Result of Petro-Victory's Proposed $500M 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, April 25, 2017 /CNW/ - Petro-Victory Energy Corp. ("Petro-Victory" or the "Company") (TSX-V: VRY)

On April 3, Petro-Victory announced its intent to complete a non-brokered private placement offering of common shares of the Company ("Common Share") at a price of $0.01 per Common Share for gross proceeds of up to $500,000 (the "Offering"). 

The offering has now closed and Petro-Victory is pleased to announce that the offering was over-subscribed, and that 50,000,000 shares have been subscribed for by qualifying investors under the offer.  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 Offering was made pursuant to a waiver expected to be granted by the TSX Venture which permits the Company to offer the Common Shares at a price below the TSX Venture's $0.05 minimum pricing requirement.

Upon final approval, the Company's total outstanding common voting shares will increase from 122,377,650 to 172,377,650, of which 1,591,200 are pending cancellation pursuant to the previously announced cancellation of the 2014 Purchase and Sale Agreements.  In addition, there are 70,535,000 restricted voting shares held by insiders for a total net outstanding of 241,321,450.

After the offering, the interests of all officers, directors and other known insiders of Petro-Victory in the issued shares of the Company are as follows:

Investor Category

Number of Voting and
Restricted Voting Shares

Percentage of Total
Outstanding Shares

Richard Gonzalez, CEO

72,533,334

30.1%

Harvison Capital Management

57,991,111

24.0%

Directors and Officers

3,737,778

1.5%

Total

134,262,223

55.6%

 

Shareholder Exemptions:

A portion of the Offering was made pursuant to the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador).  In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering was conducted pursuant to other available prospectus exemptions, including sales to accredited investors and directors and officers of the Company.

A portion of the Offering constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the "TSXV"). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101.

Early Warning Requirements

Upon completion of the financing, Mr. Gonzalez will hold 40,397,588 Common Shares and 32,135,746 Restricted Voting Shares of the Corporation representing approximately 23.4% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and 35.5% of the issued and outstanding securities of the Corporation, assuming conversion of the Restricted Voting Shares.

Mr. Patrick Yeghnazar also participated in financing, purchasing a total of 25,000,000 Common Shares of the Corporation. This purchase will result in Mr. Yeghnazar holding approximately 14.5% of the issued and outstanding voting securities of the Corporation.

The participation of Messrs Gonzalez and Yehnazar in the financing was completed for investment purposes, and both may acquire additional securities either on the open market or through the financing or private acquisitions and both may sell the securities they hold 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 reports relating to the participation in the financing of Messrs. Gonzalez and Yeghnazar 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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