/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, May 2, 2019 /CNW/ - Petro-Victory Energy
Corp. (TSX-V: VRY) ("Petro-Victory" or "Company") is pleased to
announce that, further to its news release dated April 25, 2019,
Petro-Victory has closed its previously announced $600,000 financing. The Company raised total
gross proceeds of approximately $664,460 by way of non-brokered
private placement offering (the "Offering") of common shares of
the Company ("Common Share") at a price of $0.02 per Common Share. The Offering was made
pursuant to a waiver granted by the TSX Venture Exchange ("TSXV")
which permits the Company to offer the Common Shares at a price
below the TSXV $0.05 minimum pricing
requirement.
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
for maintenance of ongoing operations and the clearing of necessary
arms-length payables, including legal, auditing, filing fees and
outstanding payables for the work program in Brazil.
The completion of the Offering is subject to final TSXV
acceptance. One director and one officer of the Company
participated in the Offering purchasing a total of 9,518,000 Common
Shares. The insider participation is deemed to be a "related party
transaction" as defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Neither the Company, nor to the
knowledge of the Company after reasonable inquiry, a related party,
has knowledge of any material information concerning the Company or
its securities that has not been generally disclosed. The Offering
is exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 pursuant to subsections 5.5(c)
and 5.7(1)(b) of MI 61-101 as it was a distribution of securities
for cash and neither the fair market value of the Common Shares
distributed to, nor the consideration received from, interested
parties exceeded $2,500,000. No new insiders were created, nor has
any change of control occurred, as a result of this Offering.
On Monday, April 29, 2019, 6
million shares of Petro-Victory were sold pursuant to a cross
through one insider of Petro-Victory on the TSXV. The proceeds of
the swap were used to purchase Common Shares in 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 TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) 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.
SOURCE Petro-Victory Energy Corp.