/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, 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 – 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.
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 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.