/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, AB, Sept. 24, 2021 /CNW/ - Petro-Victory Energy Corp.
("Petro-Victory" or the "Company") (TSXV: VRY)
announces that on September 23, 2021
(the "Closing Date"), 579 Max, Ltd. ("579 Max"),
acquired ownership of 887,625 Class A shares in the capital of
Petro-Victory ("Common Shares") through the exercise of
warrants at exercise prices between CAD$2.00/share and CAD$2.20/share. PPF 12, LLC ("PPF 12")
acquired ownership of 2,289,694 Class B shares in the capital of
Petro-Victory ("Restricted Voting Shares") in exchange for a
US$12,010,000 promissory note
(CAD$14,848,665, or CAD$6.48/share). A copy of the early warning
report for 579 Max and PPF 12 will be available under
Petro-Victory's profile on SEDAR.
![Petro-Victory Energy Corp. Logo (CNW Group/Petro-Victory Energy Corp.) Petro-Victory Energy Corp. Logo (CNW Group/Petro-Victory Energy Corp.)](https://mma.prnewswire.com/media/1634162/Petro_Victory_Energy_Corp__Petro_Victory_Early_Warning_News_Rele.jpg)
Immediately prior to the exercise of the warrant, 579 Max owned
and exercised control over an aggregate of 1,322,500 Common Shares
and 0 Restricted Voting Shares of the Issuer, representing an
interest of approximately 16.02% of the issued and outstanding
voting securities of the Issuer on a non-diluted basis and 14.35%
of the issued and outstanding securities of the Issuer assuming
conversion of the Restricted Voting Shares.
As a result of the exercise, 579 Max will own and exercise
control over an aggregate of 2,210,125 Common Shares and 0
Restricted Voting Shares of the Company representing approximately
24.18% of the issued and outstanding voting securities of the
Company on a non-diluted basis and 17.84% of the issued and
outstanding securities of the Company, assuming conversion of the
Restricted Voting Shares.
Immediately prior to this subscription, PPF 12 did not own any
Common Shares or Restricted Voting Shares of the Issuer.
As a result of the subscription, PPF 12 will own and exercise
control over an aggregate of 0 Common Shares and 2,289,694
Restricted Voting Shares of the Company representing approximately
0% of the issued and outstanding voting securities of the Company
on a non-diluted basis and 18.48% 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 each of 579 Max and PPF 12 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.
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.