/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, March 13, 2020 /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 Company
in an aggregate amount of approximately CDN$387,739 through the issuance of 484,671 class
A common shares ("Common Shares") in the capital of
the Company at a deemed price of $0.80 per Common Share (collectively, the
"Shares for Debt Transactions").
Various directors and officers are expected to receive Common
Shares under the Shares for Debt Transactions and therefore the
settlements are considered "related party transactions" under
Canadian securities laws. The Company received minority approval
for the Shares for Debt Transactions at its annual general meeting
held on November 21, 2019 in
accordance with Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101")
The completion of the Shares for Debt Transactions is subject to
a number of conditions, including the approval of the TSX Venture
Exchange ("TSXV"). All securities issued pursuant to the
Shares for Debt Transactions will be subject to a hold period of
four months and one day from the date of issuance, in accordance
with applicable securities legislation.
Approval of Stock Option Plan and Grant of Options
The Company further announces that the board of directors have
adopted a new 20% fixed stock option plan (the "2020 Stock
Option Plan"). The maximum number of stock options issuable
under the 2020 Stock Option Plan may not exceed 1,842,803, equal to
20% of the total number of issued and outstanding Common Shares and
Restricted Voting common shares. The Company currently has 295,906
options outstanding and subsequent to the grant described below,
the Company has 66,147 remaining options available to grant.
The Company also reports that it has granted incentive stock
options ("Options") to purchase an aggregate 1,480,750
Common Shares to certain officers, directors, employees and
consultants pursuant to the Stock Option Plan. All Options are
exercisable at a price of $0.80 per
Share, for a period of five years expiring on March 10, 2025. No Common Shares acquired upon
exercise of the Options may be traded prior to July 11, 2020. With today's issuance the Company
now has a total Options issued to purchase an aggregate of
1,776,656, Common Shares at an average exercise price of
$1.00 per share.
Details regarding the 2020 Stock Option Plan can be found in the
Company's management information circular dated October 24, 2019 filed on SEDAR.
Under the Company's Stock Option Plan, as approved by receipt of
shareholder approval on November 21,
2019 and which remains subject to approval by the TSXV, the
Company is authorized to issue Options to purchase an aggregate
1,842,803 Common Shares. Options granted were in accordance with
Policy 4.4 of the TSXV, the terms and conditions of the Company's
Stock Option Plan and pursuant to exemptions available from the
various requirement of TSXV Policy 5.9 and MI 61-101. Petro-Victory
relied on section 5.7(a) of MI 61-101 as the exemption from the
minority approval requirements of MI 61-101 and TSXV Policy 5.9
in respect of the option grant as neither the fair market value
of the subject matter of, nor the fair market value of the
consideration for, the options granted to such director and
officer exceeded 25% of Petro-Victory's market
capitalization.
The material change report to be filed in relation to the option
grant will not be filed at least 21 days prior to the issuance of
the options as contemplated by MI 61-101. The Company believes
that this shorter period is reasonable and necessary in the
circumstances as the completion of the option grant occurred
shortly before the issuance of this the news release.
Financing
The Company announces the completion of a non-brokered private
placement raising gross proceeds of $33,333 ("Financing") through the issuance
of 41,666 Common Shares at a price of $0.80 per share. All securities issued pursuant
to the financing are subject to a four-month hold period. The
financing has been conditionally approved by the TSXV but is
subject to final approval of the TSXV.
The net proceeds will be used by the Company for working capital
and general corporate purposes.
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 Shares for Debt
Transactions, Financing, 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
Shares for Debt Transactions, Financing, 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. 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.