Mr. Richard Gonzalez reports
PETRO-VICTORY ENERGY CORP. CORPORATE UPDATE
Petro-Victory Energy Corp. has issued an additional 100,000 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 $2.03 on or before Aug. 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 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 per cent of the company's market capitalization (as determined under MI 61-101).
The issuance of the bonus warrants remains subject to TSX-V final acceptance.
Early warning news release in accordance with National Instrument 62-103
Petro-Victory Energy Corp. announces that Harvison Capital Management LLC has acquired ownership of 1,449,777 common shares in the capital of the company via conversion of all of its restricted shares in the capital of the company. A copy of the early warning report for Harvison Capital Management will be available under Petro-Victory's profile on SEDAR+.
Immediately prior to this purchase, Harvison Capital Managementt owned and exercised control over an aggregate of zero common shares and 1,449,777 restricted shares of the issuer, representing an interest of approximately 0 per cent of the issued and outstanding voting securities of the issuer on a non-diluted basis and 7.08 per cent 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 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 per cent of the issued and outstanding voting securities of the company on a non-diluted basis and 7.08 per cent 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 is engaged in the acquisition, development and production of crude oil and natural gas resources in Brazil. The company holds 100-per-cent operating and working interests in 38 licences totalling 257,604 acres in two 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 TSX-V under the ticker symbol VRY.
We seek Safe Harbor.
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