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Petro-Victory Energy Corp. (TSXV: VRY,OTC:PTVRF) ("Petro-Victory" or the "Company") announces that, further to its press releases dated October 6, 2022, February 14, 2024 and March 25, 2025, the Company has extended the term of a US$1.7 million of secured financing (the "Loan") from 579 Max, Ltd. (the "Lender"). The Loan bears interest payable quarterly at the rate of 14% per annum. The note was due March 31, 2026, but has been extended by 24 months to March 31, 2028 (the "Extension").
In connection with the amendment to the original Loan, the Lender was issued 600,000 bonus warrants which have expired concurrently with the Extension. As consideration for the Extension, the Company has granted the Lender 600,000 warrants to purchase a like number of common shares ("Common Shares") at an exercise price equal to C$0.68 per Common Share (the "Warrants"), which shall expire on March 31, 2028. The Extension and the issuance of the Warrants remain subject to TSX Venture Exchange ("TSXV") approval.
The Company also announces that it intends to enter into debt settlement agreements to settle outstanding debt in the amount of up to approximately US$500,000 (the "Debt") owing to certain directors and arm's-length creditors of the Company (including Debt (other than the Loan) owed to the Lender in the amount of US$500,000), by issuing up to 980,392 Common Shares at a deemed price of C$0.68 per Common Share (the "Shares-for-Debt Transaction"), to the creditors.
Closing of the Shares-for-Debt Transaction is subject to customary closing conditions, including the approval of the TSXV. The Company intends to close the Shares-for-Debt Transaction as soon as practicable. The Common Shares to be issued pursuant to the Shares-for-Debt Transaction will be subject to a hold period of four months and one day from the date of issuance.
The Loan, the issuance of the Warrants and the Shares-for-Debt Transaction each constituted a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as T. Lynn Bryant, a director and related party (as defined in MI 61-101) of the Company, is a principal of the Lender. 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)(b) of MI 61-101 in respect of related party matters, as the Company is listed on the 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, exceeds $2,500,000 (as determined under MI 61-101).
About Petro-Victory Energy Corp.
Petro-Victory Energy Corp. is an oil and gas company engaged in the acquisition, development, and production of crude oil and natural gas in Brazil. The total portfolio under management as of the date of this filing includes 49 concession contracts with 276,755 acres, net to Petro-Victory, plus an additional 6 concessions and 19,074 acres owned jointly with BlueOak in Capixaba Energia. Through disciplined investments in high-impact, low-risk assets, Petro-Victory is focused on delivering sustainable shareholder value. 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, 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, the closing of the Shares-for-Debt Transaction, anticipated timing of the closing of the Shares-for-Debt Transaction and receipt of approval of the Shares-for-Debt Transaction, the Extension and Warrants from the TSXV. These forward-looking statements are based on certain key assumptions regarding, among other things, the receipt of TSXV approval for the Shares-for-Debt Transaction, the Loan and the issuance of the Warrants. 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.
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.
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