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CALGARY,
AB, Feb. 28, 2024 /CNW/ - Petro Victory Energy
Corp. ("Petro-Victory" or the "Company") (TSXV: VRY) is
pleased to announce that further to the news releases dated
December 19, 2023 and February 14, 2024, it has increased the amount
raised under the private placement (the "Private Placement")
to USD $2.7 million (CAD $3.6 million) and has closed the Private
Placement with an issuance of 1,205,350 units (the "Units")
at a price of CAD $3.00 per unit.
Each unit is comprised of: (i) one common share in the capital
of the Company (a "Common Share"), (ii) one transferable share
purchase warrant entitling the holder thereof to acquire one
Common Share at a price of CAD $4.00 per share (a "Warrant"). The rights
under the Warrants will last for a period of twelve (12) months
following the closing date.
The net proceeds from the Private Placement will be used for
general working capital and remain subject to TSXV final
acceptance.
All securities issued in connection with the Private Placement
will not be able to be traded in Canada or through the facilities of the TSXV
for a period of four months and one day from the date of
closing.
Certain insiders of the Company (the "Participating
Insiders") participated in the Private Placement and acquired
an aggregate of 33,750 Units. The participation of the
Participating Insiders constitutes a "related party transaction",
as such term is defined in Multilateral Instrument 61-101 –
Protection of Minority Shareholders in Special Transaction
("MI 61-101"). The Company is relying on exemptions from the
formal valuation and minority shareholder approval requirements
provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the
basis that the fair market value of the Participating Insiders'
participation in the Private Placement 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
more than 21 days before the closing date of the Private Placement
as the details of the Private Placement were not settled until
shortly prior to closing the Private Placement.
About Petro Victory Energy
Corp.
Petro Victory Energy Corp. is engaged in acquiring, developing,
and producing crude oil and natural gas resources in Brazil. The company holds 100% operating and
working interests in forty-one (41) licenses totaling 272,912 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 TSXV under the ticker symbol
VRY.
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 approval
by the TSXV of the Market Maker Agreement; 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.
Oil and Natural Gas
Reserves
The disclosure in this news release summarizes certain
information contained in the GLJ Reserves and Resources Report but
represents only a portion of the disclosure required under
National Instrument 51-101 ("NI 51-101"). Full disclosure with
respect to the Company's reserves as at December 31, 2022 is contained in the Company's
Form 51-101F1 for the year ended December
31, 2022 which has been filed on SEDAR (www.sedar.com). All
net present values in this press release are based on estimates of
future operating and capital costs and GLJ's forecast prices as of
December 31, 2022 and have been made
assuming the development of each property in respect of which the
estimate is made will occur, without regard to the likely
availability to the reporting issuer of funding required for that
development. The reserves definitions used in this evaluation are
the standards defined by the Canadian Oil and Gas Evaluation
Handbook (COGEH) reserve definitions, are consistent with NI 51-101
and are used by GLJ. The net present values of future net revenue
attributable to the Petro Victory's reserves estimated by GLJ do
not represent the fair market value of those reserves. Other
assumptions and qualifications relating to costs, prices for future
production, and other matters are summarized herein. The recovery
and reserve estimates of the Company's reserves provided herein
are estimates only, and there is no guarantee that the estimated
reserves will be recovered. Actual reserves may be greater than or
less than the estimates provided herein. Possible reserves are
those additional reserves that are less certain to be recovered
than probable reserves. There is a 10% probability that the
quantities actually recovered will equal or exceed the sum of
proved plus probable plus possible reserves.
BOE Disclosure
The term BARRELS OF OIL EQUIVALENT ("boe") may be misleading,
particularly if used in isolation. A boe conversion ratio of six
thousand cubic feet per barrel (6 Mcf/bbl.) of natural gas to
barrels of oil equivalence is based on an energy equivalency
conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. All boe
conversions in this news release are derived from converting gas
to oil in the ratio mix of six thousand cubic feet of gas to one
barrel of oil.
SOURCE Petro-Victory Energy Corp.