/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
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CALGARY, May 26, 2017 /CNW/ - Petro-Victory Energy Corp.
("Petro-Victory" or the "Company") (TSX-V: VRY) announces that it
has approved the settlement of outstanding management fees and
salaries payable to certain directors, officers and employees of
the Corporation in an aggregate settlement amount of $1,354,575.40, through the issuance of an
aggregate of 27,091,508 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 has determined that exemptions from the various
requirements of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 are available for the issuance of the Common
Shares to the Chief Executive Officer of the Corporation (i.e.,
Formal Valuation Requirement - Issuer Not Listed on Specified
Markets; Minority Approval Requirement - Fair Market Value Not More
Than 25% of Market Capitalization).
The issuance of the Common Shares is subject to TSX Venture
Exchange final acceptance.
Immediately following this issuance, Richard F. Gonzalez, President and CEO 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. Gonzalez, will hold
36,310,912 Common Shares and 52,135,746 Restricted Voting Shares of
the Corporation representing approximately 20.3% of the issued and
outstanding voting securities of the Company on a non-diluted basis
and 32.9% of the issued and outstanding securities of the Company,
assuming conversion of the Restricted Voting Shares.
The issuance to Mr. Gonzalez was completed for investment
purposes, and he may acquire additional securities either on the
open market or through the financing or private acquisitions and
may sell the securities he holds 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 report of Mr. Gonzalez 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.