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CALGARY, AB, Feb. 22, 2022 /CNW/ - Petro-Victory Energy Corp.
("Petro-Victory" or the "Company") (TSXV: VRY) is pleased to
announce that the private placing of Units announced on
February 10, 2022, as amended
according to the announcement on February
16, 2022, ("Placing") has now closed.
The Company issued 5,437,800 Units at a price of CAD$2.00, for gross proceeds of CAD$10,875,600. The Units comprised: (i)
one common share in the capital of the Company ("Common Share"),
(ii) one-half of one (1/2) transferable share purchase warrant
entitling the holder thereof to acquire one Common Share at a
price of CAD$2.25 per share
("Series A Warrant"), and (iii) one-half of one (1/2) transferable
share purchase warrant entitling the holder thereof to acquire
one Common Share at a price of CAD$2.75 ("Series B Warrant") per share
(collectively the "Warrants"). The rights under the Warrants will
last for a period of twenty-four (24) months following the
closing date.
The Placing remains subject to TSX Venture Exchange final
acceptance.
Richard Gonzalez,
Petro-Victory CEO commented:
"I'm pleased that we've now closed the private placement of
CAD$10.9 million. This oversubscribed
placing has expanded our shareholder base to include blue-chip
institutional investors and provides the funds required for a
significant program of activity over the coming year amongst
broader growth in the business.
"As we progress with our fully funded drilling program and
bring into production some of the reserves described in our
31 December 2020 reserves report from
GLJ, we will be de-risking the significant net asset value
associated with those volumes and hope to see this more fully
reflected in our market value."
"We are now pressing ahead with operations on the ground and
look forward to updating the market on progress."
About Petro-Victory Energy Corp.
Petro-Victory Energy Corp. is engaged in the acquisition,
development, and production of crude oil and natural gas resources
in Brazil. The company holds 100%
operating and working interests in nineteen (19) licenses totaling
129,524 acres in two (2) different producing basins in Brazil. Petro-Victory generates accretive
shareholder value through disciplined investments in high impact,
low risk assets. The Company's Common Shares trade on the TSX
Venture Exchange ("TSXV") under the ticker symbol VRY.
Early Warning Disclosure
ACAM LP ("ACAM"), of Jersey, Channel Islands, acquired ownership
of 3,200,000 Units in the Placing. Prior to the private
placement, ACAM held no securities of the Company. After
giving effect to the Placing, ACAM beneficially owns and controls a
total of 3,200,000 Shares, 1,600,000 Series A Warrants and
1,600,000 Series B Warrants. These securities represent 21.8%
of the Company's issued and outstanding voting securities on a
non-diluted basis and 30.29% of the Company's issued and
outstanding shares on a partially diluted basis assuming exercise
of ACAM's Series A Warrants and Series B Warrants only and assuming
conversion of the Restricted Voting Shares. ACAM acquired
the Units for investment purposes.
ACAM intends to evaluate its investment in the Company and to
increase or decrease its shareholdings from time to time as it may
determine appropriate.
579 Max, Ltd. ("579 Max"), acquired ownership of 64,000 Units
in the Placing. Prior to the Placing, 579 Max owned and exercised
control over an aggregate of 2,210,125 Common Shares and 0
Restricted Voting Shares of the Issuer, representing an interest
of approximately 23.91% of the issued and outstanding voting
securities of the Issuer on a non-diluted basis and 17.69% of
the issued and outstanding securities of the Issuer assuming
conversion of the Restricted Voting Shares.
As a result of the Placing participation, 579 Max, of
Texas, USA, will own and exercise
control over an aggregate of 2,274,125 Common Shares, 32,000
Series A Warrants, 32,000 Series B Warrants and 0 Restricted Voting
Shares of the Company representing approximately 15.49% of the
issued and outstanding voting securities of the Company on a
non-diluted basis and 12.99% of the issued and outstanding shares
on a partially diluted basis assuming exercise of 579 Max's Series
A Warrants and Series B Warrants only and assuming conversion of
the Restricted Voting Shares.
579 Max acquired the Units for investment purposes. 579 Max
intends to evaluate its investment in the Company and to increase
or decrease its shareholdings from time to time as it may
determine appropriate. 579 Max is a company controlled by T.
Lynn Bryant, a director of the
Company.
Full particulars of these holdings can be reviewed in the Early
Warning Reports to be filed by such parties on SEDAR.
Insider Participation
Management and Directors will participate in the placement for a
total of approximately CAD$364,800. A portion of the Placing
constituted a related party transaction within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI
61-101") as certain insiders of the Company subscribed for an
aggregate of 182,400 Units pursuant to the Placing. The Company is
relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(b) and 5.7(1)(a) of MI 61- 101, as the fair market
value of the participation in the Placing by insiders does not
exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101. The Company did not file a
material change report in respect of the related party transaction
at least 21 days before the closing of the Placing, which the
Company deems reasonable in the circumstances in order to complete
the Placing in an expeditious manner.
All securities issued in connection with the Placing will not be
able to be traded in Canada, or
through the facilities of the TSX Venture Exchange, for a period
of four months and one day from the date of closing.
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.
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.
Advisory Regarding Forward-Looking Statements
In the interest of providing Petro-Victory's shareholders and
potential investors with information regarding 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,
plans and objectives, and drilling, testing and exploration
expectations. These forward-looking statements are based on certain
key assumptions regarding, among other things: 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.