VRY Petro Victory Energy Corp

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CALGARY, AB, Feb. 14, 2024 /CNW/ - Petro-Victory Energy Corp. ("Petro-Victory" or the "Company") (TSXV: VRY) is pleased to announce a corporate update reinforcing our commitment to sustained growth and value creation for our stakeholders.

• 12-month extension of USD $1.7M secured note (the "579 Note")
• CAD $3.00 private placement (the "Private Placement") unit offering increased from up to USD $1 million to up to USD $2 million and extended closing to February 29, 2024
• 12-month extension of March 28, 2023 CAD $4.00 warrants (the "2023 Warrants")

Further to the press release dated October 6, 2022, the Company has extended the term of the USD $1.7 million secured note (the "579 Note") from 579 Max Ltd. (the "Lender"). The 579 Note has been extended by 12 months to March 31, 2025, and the interest rate has increased from 12% to 14% per annum.

In connection with the original financing dated October 6, 2022, the Lender was issued 500,000 bonus warrants at an exercise price equal to CAD $3.00. As a result of the extension, the original 500,000 bonus warrants have expired concurrently. As consideration for the extension, the Company has granted the Lender 600,000 bonus warrants (500,000 original financing + 100,000 consideration for extension) to purchase a like number of common shares at an exercise price equal to CAD $3.00 per share (the "Bonus Warrants"), which shall expire on March 31, 2025.

The issuance of the Bonus Warrants will constitute 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 will rely 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 (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, exceeded 25% of the ‎Company's market capitalization (as determined under MI 61-101).‎

The extension of the 579 Note and issuance of Bonus Warrants remains subject to TSXV final acceptance.

Further to the news release dated December 19, 2023, Petro-Victory is increasing the Private Placement of units at CAD $3.00, consisting of one common share in the capital of the Company (a "Common Share") and one transferable share purchase warrant entitling the holder thereof to acquire one Common Share at a price of CAD $4.00 per share exercisable for a period of twelve (12) months following the closing date, from up to USD $1 million to up to USD $2 million and has received an extension from the TSXV to close its Private Placement on February 29, 2024.‎

The net proceeds from the Private Placement will be used for general working capital and remains subject to TSXV final acceptance.

The Company has extended the exercise period for the entire class of 1,851,960 common share purchase warrants, all of which are exercisable at CAD $4.00 per common share (collectively, the "2023 Warrants").

The 2023 Warrants were issued pursuant to a private placement that closed on March 28, 2023. The Company has extended the expiry dates of these 2023 Warrants by twelve (12) months, such that the new expiry date for the 2023 Warrants will be March 28, 2025. All other terms and conditions of the 2023 Warrants remain unchanged.

The warrant extension is subject to acceptance by the TSXV.

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 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.

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.

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 Company's application to amend the 2023 Warrants, extend the 579 ‎Note, and issue the Bonus Warrants; ‎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.

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.‎

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.