Petro-Victory Energy Corp. Announces $ 10,000,000 Senior Secured Debt Financing and Company Update



/ NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISTRIBUTION IN UNITED STATES. ANY NON-COMPLIANCE WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US SECURITIES LAWS. /

CALGARY, August 30, 2018 / CNW / – Petro-Victory Energy (TSX-V: VRY), (“Petro-Victory” or the “Company”), is pleased to provide the following updates.

Funding

The Company finalized a loan agreement dated Aug 28, 2018 with PPF 9, LLC (“PPF”) to provide financing (the “Financing”) up to USD 10 million dollars by issuing senior secured notes (the “Notes”) together with warrants (the “Warrants”). The Funding will bear interest at the rate of 9% per annum payable quarterly, commencing in October 2018, and will have a maturity date of thirty-six (36) months after the initial closing.

It is expected that the funding will consist of two or more loans. The initial loan of USD $ 4,000,000 must be advanced in two installments. The sum of USD $ 1,400,000 has been advanced on August 29, 2018. A second tranche of USD $ 2,600,000 must be brought forward to a mutually acceptable date thereafter.

The bonus warrants associated with the Notes will allow the holder to purchase up to 30 million shares (prorated at the rate of 3 warrants per dollar drawn on the loans) of the Company at the price of CDN $ 0.05 per share for a period of 3 years after the initial closing. Purchase warrants of 4,200,000 shares acquired with the financing of the first $ 1,400,000.

The proceeds from the initial tranche will be primarily used by Petro-Victory to complete the previously announced proposed acquisition of a portfolio of producing oil and gas properties at Brazil. Therefore, the security of the note is a first ranking security interest in the shares of Petro-Victory Energia Ltda, a Brazilian subsidiary of Petro-Victory Energy. The note is guaranteed by Petro-Victory Energy Corp. Details regarding the acquisition will be provided upon closing.

Richard F. Gonzalez, CEO of Petro-Victory, said, “We are delighted to close a $ 10 million acquisition and growth financing facility. This financing allows us to create significant shareholder value with minimal dilution through the acquisition and development of oil and gas fields in proven mature basins. “

Company update

The private placement without intermediary of ordinary shares at the price of $ 0.05 per share for gross proceeds up to CDN $ 4,000,000 (the “Offer”) announced July 12, 2017 remains in progress. A first amount has been subscribed and will be subject to the approval of the Stock Exchange.

The Warrants, the Acquisition in Progress and the Offering have all been conditionally approved by the TSX Venture Exchange (the “TSXV”), but are subject to final approval by the TSXV.

The Company and Patrick Yeghnazar, former CEO and director, have mutually agreed to separate. The Petro-Victory team thanks Mr. Yeghnazar for his efforts and contributions over the past year and wishes him good luck in his future endeavors. Richard F. Gonzalez was appointed CEO.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be illegal before registration or qualification under the securities laws of that jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any state securities law and cannot be offered or sold in United States unless an exemption from such registration is available.

Caution

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice Regarding Forward-Looking Statements

In the interest of providing Petro-Victory shareholders and potential investors with information regarding Petro-Victory, including management’s assessment of Petro-Victory’s future plans and operations, certain statements contained in this press release are “forward-looking statements” within the meaning of the States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). In some cases, forward-looking statements may be identified by words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “anticipate”, “intend”. “,” Could “,” objective “,” in progress “,” prospect “,” potential “,” project “,” plan “,” should “,” target “,” would “,” will “or similar words suggesting future results, events or performance. The forward-looking statements contained in this press release speak only as of the date and are expressly qualified by this cautionary statement.

Specifically, this press release contains forward-looking statements regarding, but not limited to: our business strategies, oil and gas production, plans and objectives, and expectations for drilling, testing and exploration. . These forward-looking statements are based on certain key assumptions concerning, among others:, the completion of the offer; our ability to add production and reserves through our exploration activities; receiving, on a timely basis, regulatory and other approvals required for our operating activities; the availability and cost of labor and other industry services; the maintenance of existing and, in certain circumstances, proposed tax and royalty regimes; and current industry conditions, laws and regulations remain in effect (or, where changes are proposed, those changes are enacted as intended). Readers are cautioned that such assumptions, while considered reasonable by Petro-Victory at the time of preparation, may prove to be incorrect.

Actual results obtained will differ from the information provided herein due to many known and unknown risks and uncertainties and other factors.

The above summary of the assumptions and risks associated with forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on the current and future operations of Petro-Victory and such information may not not be appropriate for other purposes. Petro-Victory does not guarantee that the actual results obtained will be the same, in whole or in part, as those mentioned in the forward-looking statements and Petro-Victory does not undertake to publicly update or revise any of the statements. prospective included. -forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

SOURCE Petro-Victory Energy Corp.

For further information: Petro-Victory Energy Corp., Richard F. Gonzalez, CEO – 817-838-1819; Petro-Victory Energy Corp., Mark Bronson, Chief Financial Officer and Corporate Secretary – 817-838-4744


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