/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, March 13, 2020 /CNW/ - Petro-Victory Energy Corp. ("Petro-Victory" or the "Company") (TSX-V: VRY) announces that it has approved the settlement of certain liabilities including outstanding management fees and salaries payable to certain directors, officers and employees of the Company in an aggregate amount of approximately CDN$387,739 through the issuance of 484,671 class A common shares ("CommonShares") in the capital of the Company at a deemed price of $0.80 per Common Share (collectively, the "Shares for Debt Transactions").
Various directors and officers are expected to receive Common Shares under the Shares for Debt Transactions and therefore the settlements are considered "related party transactions" under Canadian securities laws. The Company received minority approval for the Shares for Debt Transactions at its annual general meeting held on November 21, 2019 in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")
The completion of the Shares for Debt Transactions is subject to a number of conditions, including the approval of the TSX Venture Exchange ("TSXV"). All securities issued pursuant to the Shares for Debt Transactions will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
Approval of Stock Option Plan and Grant of Options
The Company further announces that the board of directors have adopted a new 20% fixed stock option plan (the "2020 Stock Option Plan"). The maximum number of stock options issuable under the 2020 Stock Option Plan may not exceed 1,842,803, equal to 20% of the total number of issued and outstanding Common Shares and Restricted Voting common shares. The Company currently has 295,906 options outstanding and subsequent to the grant described below, the Company has 66,147 remaining options available to grant.
The Company also reports that it has granted incentive stock options ("Options") to purchase an aggregate 1,480,750 Common Shares to certain officers, directors, employees and consultants pursuant to the Stock Option Plan. All Options are exercisable at a price of $0.80 per Share, for a period of five years expiring on March 10, 2025. No Common Shares acquired upon exercise of the Options may be traded prior to July 11, 2020. With today's issuance the Company now has a total Options issued to purchase an aggregate of 1,776,656, Common Shares at an average exercise price of $1.00 per share.
Details regarding the 2020 Stock Option Plan can be found in the Company's management information circular dated October 24, 2019 filed on SEDAR.
Under the Company's Stock Option Plan, as approved by receipt of shareholder approval on November 21, 2019 and which remains subject to approval by the TSXV, the Company is authorized to issue Options to purchase an aggregate 1,842,803 Common Shares. Options granted were in accordance with Policy 4.4 of the TSXV, the terms and conditions of the Company's Stock Option Plan and pursuant to exemptions available from the various requirement of TSXV Policy 5.9 and MI 61-101. Petro-Victory relied on section 5.7(a) of MI 61-101 as the exemption from the minority approval requirements of MI 61-101 and TSXV Policy 5.9 in respect of the option grant as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the options granted to such director and officer exceeded 25% of Petro-Victory's market capitalization.
The material change report to be filed in relation to the option grant will not be filed at least 21 days prior to the issuance of the options as contemplated by MI 61-101. The Company believes that this shorter period is reasonable and necessary in the circumstances as the completion of the option grant occurred shortly before the issuance of this the news release.
The Company announces the completion of a non-brokered private placement raising gross proceeds of $33,333 ("Financing") through the issuance of 41,666 Common Shares at a price of $0.80 per share. All securities issued pursuant to the financing are subject to a four-month hold period. The financing has been conditionally approved by the TSXV but is subject to final approval of the TSXV.
The net proceeds will be used by the Company for working capital and general corporate purposes.
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, or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.
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 Shares for Debt Transactions, Financing, 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 Shares for Debt Transactions, Financing, 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 labor 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.
SOURCE Petro-Victory Energy Corp.
For further information: Petro-Victory Energy Corp., Richard F. Gonzalez, Executive Chairman - 817-838-1819; Petro-Victory Energy Corp., Mark Bronson, CFO and Corporate Secretary - 817-838-4744