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CALGARY, Aug. 30, 2018 /CNW/ - Petro-Victory Energy
(TSX-V: VRY), ("Petro-Victory" or the "Company"), is pleased to
provide the following updates.
Financing
The Company has finalized a loan agreement dated August 28, 2018 with PPF 9, LLC ("PPF") to
proceed with a financing (the "Financing") of up to USD
$10 million through the issuance of
senior secured notes (the "Notes") with bonus warrants (the "Bonus
Warrants"). The Financing will bear interest at a rate of 9%
per annum payable quarterly, commencing in October, 2018, and will
have a maturity date of thirty-six (36) months after the initial
close.
It is anticipated that the Financing will be comprised of two or
more loans. The initial loan of USD $4,000,000 is to be advanced in two tranches. The
sum of USD $1,400,000 was advanced on
August 29, 2018. A second
tranche of USD $2,600,000 is to be
advanced on a mutually agreeable date thereafter.
The Bonus Warrants associated with the Notes shall permit the
holder to purchase up to 30 million shares (pro-rata at 3 warrants
per dollar drawn on the loans) in the Company at a price of CDN
$0.05 per share for a period of 3
years after the initial close. Warrants to purchase 4,200,000
shares vested with the funding of the initial $1,400,000.
The proceeds from the initial tranche will be primarily used by
Petro-Victory to complete the previously announced proposed
acquisition of a portfolio of producing oil and gas properties in
Brazil. Accordingly, the
collateral for the Note is a first lien security interest on shares
of Petro-Victory Energia Ltda, a Brazilian subsidiary of
Petro-Victory Energy. The Note is guaranteed by Petro-Victory
Energy Corp. Details regarding the acquisition will be
provided upon completion.
Richard F. Gonzalez, CEO of
Petro-Victory, said, "We are pleased to close a substantial USD
$10 million acquisition and growth
financing facility. This funding allows us to create
significant shareholder value with minimal dilution through the
acquisition and development of oil and gas fields in proven, mature
basins."
Corporate Update
The non-brokered private placement offering of common shares at
a price of $0.05 per share for gross
proceeds of up to CDN $4,000,000 (the
"Offering") announced July 12, 2017
remains ongoing. An initial amount has been subscribed and
will be submitted for approval to the Exchange.
The Bonus Warrants, pending acquisition and Offering have all
been conditionally approved by the TSX Venture Exchange (the
"TSXV") but are subject to final approval of the TSXV.
The Company and Patrick
Yeghnazar, former CEO and a director, have mutually agreed
to part ways. The Petro-Victory team thanks Mr. Yeghnazar for
his efforts and contributions over the past year and wish him well
in his future endeavors. Richard F.
Gonzalez has been appointed CEO.
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: our business strategies,
oil and gas production, 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 labor 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.
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.
SOURCE Petro-Victory Energy Corp.