/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, Nov. 27, 2018 /CNW/ - Petro-Victory Energy Corp.
("Petro-Victory" or the "Company") (TSX-V: VRY)
announces that effective today (the "Closing Date"), Fifteen
Talents LP, acquired ownership of 3,300,315 common shares in the
capital of Petro-Victory ("Common Shares"). A copy of
the early warning report for Fifteen Talents, LP will be available
under Petro-Victory's profile on SEDAR.
Immediately prior to this purchase, Fifteen Talents LP owned and
exercised control over an aggregate of 36,722,000 Common Shares and
0 Restricted Voting Shares of the Issuer, representing an interest
of approximately 17.93% of the issued and outstanding voting
securities of the Issuer on a non-diluted basis and 12.23% of the
issued and outstanding securities of the Issuer assuming conversion
of the Restricted Voting Shares.
As a result of the purchase, Fifteen Talents LP will own and
exercise control over an aggregate of 40,022,315 Common Shares and
0 Restricted Voting Shares of the Company representing
approximately 19.54% of the issued and outstanding voting
securities of the Company on a non-diluted basis and 13.32% of the
issued and outstanding securities of the Company, assuming
conversion of the Restricted Voting Shares.
The Restricted Voting Shares are convertible on a 1:1 ratio into
Common Shares, at the holder's option.
The issuance to Fifteen Talents LP was completed for investment
purposes, and it 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.
The acquisition was completed and carried out pursuant to the
"Private agreement exemption" set out in section 4.2 of National
Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI
62-104"), as: (a) the purchase by Fifteen Talents LP of the
Common Shares was made from not more than 5 persons in the
aggregate; (b) the bid was not made generally to security holders
of the Common Shares; and (c) the consideration Fifteen Talents LP
paid for the Common Shares was not greater than 115% of the market
price of the Common Shares (as determined in accordance with
section 1.11 of NI 62-104).
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.
SOURCE Petro-Victory Energy Corp.