/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 3, 2017 /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 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").
No finder's fees are expected to be paid in connection with the
Offering.
The first closing of the offering is expected to occur on or
about April 7, 2017, 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.
Depending on market conditions, the Company reserves the right
to increase the maximum gross proceeds under the Offering, subject
to the approval of the TSX Venture Exchange ("TSX Venture").
The Offering is being made pursuant to a waiver 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. Subject to certain limitations
discussed below, the Offering is open to all existing shareholders
of the Company, and any existing shareholders interested in
participating in the Offering should contact the Company pursuant
to the contact information set forth below. The Offering is
expected to close on or about April 7,
2017, and the Offering is subject to TSX Venture final
acceptance.
The Offering:
The maximum Offering is 50,000,000 Common Shares for gross
proceeds of $500,000. The
Offering is not subject to any minimum aggregate
subscription. The proceeds of the Offering will be used
primarily to expand its business through sales and marketing and
for general working capital purposes. Assuming the entire
$500,000 Offering is completed, the
detailed use of proceeds will be as follows:
Intended Use of
Proceeds
|
Approximate
Amount
|
Financing costs
related to the offering
|
$10,000
|
Payment of
Liabilities
|
$290,000
|
Working
Capital
|
$200,000
|
Total
|
$500,000
|
Although the Company intends to use the proceeds of the Offering
as described above, the actual allocation of net proceeds may vary
from that the uses set forth above, depending on future operations
or unforeseen events or opportunities. None of the proceeds
of the Offering will be used for payments to Related Parties of the
Company (as defined in the policies of the TSX Venture). If
the Offering is not fully subscribed, the Company will apply the
proceeds of the Offering to the above uses in such priority and in
such proportions as the Board of Directors and Management of the
Company determine is in the best interests of the Company.
Existing Shareholder Exemption:
Depending on demand and regulatory requirements, a portion of
the Offering may be 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 will also be conducted pursuant to other available
prospectus exemptions, including sales to accredited investors and
close personal friends and business associates of directors and
officers of the Company.
The Company has set April 3, 2017
as the record date for the purpose of determining existing
shareholders entitled to purchase common shares pursuant to the
Existing Shareholder Exemption. Subscribers purchasing Common
shares under the Existing Shareholder Exemption will need to
represent in writing that they meet certain requirements of the
Existing Shareholder Exemption, including that they were, on or
before the record date, a shareholder of the Company (and still are
a shareholder). The aggregate acquisition cost to a
subscriber under the Existing Shareholder Exemption cannot exceed
$15,000 unless that subscriber has
obtained advice obtained from a registered investment dealer
regarding the suitability of the investment. Unless the
Corporation determines to increase the gross proceeds of the
Offering and receives TSX Venture approval for such increase, if
subscriptions received for the Offering based on all available
exemptions exceed the maximum Offering amount of $500,000, Common shares will be allocated pro
rata amongst all subscribers qualifying under all available
exemptions.
Richard Gonzalez, President and
CEO of the Company intends to subscribe for $240,000 of the Offering and Mark Bronson CFO of
the Company intends to subscribe for $10,000 of the Offering.
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.