/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.