August 2024 Warrant Issued and
extension of the principal payment of loan
CALGARY,
AB, Aug. 27, 2024 /CNW/ - Petro-Victory Energy
Corp. (TSXV: VRY) ("Petro-Victory" or "Company") is pleased to
announce that the Company has issued an additional 100,000 bonus
warrants (the "Bonus Warrants") to PPF 13, LLC (the "Lender") in
consideration for the forbearance and extension of the principal
payment on a loan from the Lender to the Company. The Bonus
Warrants are exercisable at CAD$2.03
on or before August 25, 2026.
The issuance of the Bonus Warrants each constituted a "related
party transaction" under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as the Lender is a related party
(as defined in MI 61-101) of the Company. The Company relied on
the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in Sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of related party matters, as
the Company is listed on the TSX Venture Exchange ("TSXV") and
neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves the
related parties, exceeded 25% of the Company's market
capitalization (as determined under MI 61-101).
The issuance of the Bonus Warrants remains subject to TSXV final
acceptance.
Early Warning News Release in Accordance with National
Instrument 62-103
Petro-Victory Energy Corp. ("Petro-Victory" or the "Company")
(TSX-V: VRY) announces that Harvison Capital Management, LLC has
acquired ownership of 1,449,777 common shares in the capital of the
Company ("Common Shares") via conversion of all of their
restricted shares in the capital of the Company ("Restricted
Shares"). A copy of the early warning report for Harvison
Capital Management, LLC will be available under Petro-Victory's
profile on SEDAR+.
Immediately prior to this purchase, Harvison Capital Management,
LLC owned and exercised control over an aggregate of 0 Common
Shares and 1,449,777 Restricted Shares of the Issuer, representing
an interest of approximately 0% of the issued and outstanding
voting securities of the Issuer on a non-diluted basis and 7.08%
of the issued and outstanding securities of the Issuer assuming
conversion of the Restricted Voting Shares.
As a result of the purchase, Harvison Capital Management, LLC
will own and exercise control over an aggregate of 1,449,777
Common Shares and 0 Restricted Shares of the Company representing
approximately 8.99% of the issued and outstanding voting
securities of the Company on a non-diluted basis and 7.08% of the
issued and outstanding securities of the Company, assuming
conversion of the Restricted Shares.
The Restricted Shares are convertible on a 1:1 ratio into Common
Shares, at the holder's option.
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 thirty-eight (38) licenses
totaling 257,604 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 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.