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CALGARY, July 17, 2018 /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 Corporation (the “Debt Settlement“) in an aggregate settlement amount of CDN$1,140,537 through the issuance of an aggregate of 22,810,751 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 received minority approval for the Debt Settlement at its annual general meeting held on January 15, 2018 in accordance with Multilateral Instrument 61-101 â Protection of Minority Security Holders in Special Transactions.
The Common Shares will be issued upon final acceptance of the TSX Venture Exchange.
Immediately following this issuance, Richard F. Gonzalez, Executive Chairman 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. Richard Gonzalez, will hold 31,159,837 Common Shares and 57,135,746 Restricted Voting Shares of the Corporation representing approximately 15.53% of the issued and outstanding voting securities of the Company on a non-diluted basis and 30.32% of the issued and outstanding securities of the Company, assuming conversion of the Restricted Voting Shares.
Mr. Patrick Yeghnazar will hold 29,850,551 Common Shares of the Corporation representing approximately 14.87% of the issued and outstanding voting securities of the Company on a non-diluted basis.
The issuance to Mr. Gonzalez and Mr. Yeghnazar was completed for investment purposes, and they may acquire additional securities either on the open market or through the financing or private acquisitions and may sell the securities they each 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 for Mr. Gonzalez and Mr. 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, 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 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 Debt Settlement; 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.
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