Pursuing and developing exploration project opportunities in Latin America

Investor Information

Glossary

In this website, unless otherwise indicated or the context otherwise requires, the following terms shall have the indicated meanings.

 

“Affiliate” or “associate” has the meaning ascribed thereto in the Securities Act (Alberta), as amended from time to time;

“ANP” means Agência Nacional do Petróleo, Gás Natural e Biocombustíveis, Brazil’s National Petroleum Agency;

“Board” means the board of directors of the Company;

“BVI” means the British Virgin Islands;

BVI Act” means the BVI Business Companies Act, 2004 (British Virgin Islands), as amended.

“Canadian Securities Laws” means the securities legislation or ordinance and regulations thereunder of each province of Canada and the rules, instruments, policies and orders of each Canadian securities regulator made thereunder.

“Charter Documents” means the memorandum and articles of association of the Company.

“COGE Handbook” means the Canadian Oil and Gas Evaluation Handbook prepared jointly by the Society of Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy and Petroleum.

“Company” means, prior to the Reorganization, Petro-Victory, LLC, and where the context so requires, PHSRL, and after the Reorganization, means Petro-Victory Energy Corp., a company incorporated pursuant to the laws of the BVI, and where the context so requires, includes the Company’s direct and indirect subsidiaries, PHSRL, Petro-Victory U.S, Petro-Victory, LLC and any subsidiaries holding the assets acquired in the Asset Acquisitions;

“Company’s Prospectus” means the document filed by Company at Alberta Security Commission (ASC) on May 26, 2014. This document has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (SEDAR Project No 02214369).

“Concession Agreement” means the concession agreement enacted on May 13, 2008 between PHSRL and the Government of Paraguay relating to the Pirity Concession, as amended per Presidential Decree No. 9,845/12, dated October 4, 2012.

“CP 52-110” means the Companion Policy to NI 52-110 – Audit Committees;

“CRA” means the Canada Revenue Agency;

“Demattei Concession” means the rights to the exploration and production of hydrocarbons in approximately two million acres (800,000 hectares), located in western Paraguay’s Pirity Sub-basin, contiguous (East) to the Pirity Concession, which is held by Crescent Global Oil de Paraguay, a subsidiary of Crescent Global Oil, LLC. Richard F. Gonzalez, the President, Chief Executive Officer and Chairman of the Board, is also the Chief Executive Officer of Crescent Global Oil, LLC.

“Exempt Plans” means, collectively, trusts governed by RRSP, RRIF, registered education savings plans, deferred profit sharing plans, and registered disability savings plans, each as defined in the Tax Act;

“Existing Unitholders” means those Persons who are unitholders of Petro-Victory, LLC immediately prior to the completion of the Reorganization and who will, pursuant to the terms of the Contribution Agreement, transfer all of their units of Petro-Victory, LLC to the Company in exchange for Common Shares and Restricted Voting Shares.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as adopted by the Canadian Accounting Standards Board;

“Insiders” shall have the meaning ascribed thereto in TSX-V Policy 1.1.

“Investor Relations Activities” has the meaning ascribed thereto in TSX-V Policy 1.1.

“JOA” means the Joint Operating Agreement entered into between President Energy Paraguay S.A. and PHSRL dated October 29, 2012, regarding the Pirity Concession.

“LCH” means LCH S.A., a Paraguayan company with a minority participating working interest in the Pirity Concession of 5 percent.

“Management” means, collectively, the executive officers of the Company.

“MOPC” means Ministerio de Obras Públicas y Comunicaciones, the Ministry of Public Works and Communications, the oil and gas regulator of Paraguay.

“Paraguay” means the Republic of Paraguay;

“Person” means any individual, partnership, association, body corporate, trust, trustee, executor, administrator, legal representative, government, regulatory authority, or other entity.

“Petro-Victory, LLC” means the limited liability company that was organized under the laws of the State of Texas on December 27, 2006 and that holds the Company’s interests in PHSRL and which will become a wholly-owned subsidiary of Petro-Victory Energy Corp. pursuant to the Reorganization;

“Petro-Victory US” means Petro Victory Energy Service Company, the wholly-owned subsidiary of the Company that was organized under the laws of the State of Texas on May 20, 2014.

“PHSRL” means the indirectly-held subsidiary of the Company that was organized under the laws of Paraguay on August 12, 2004 as “Pirity Hidrocarburos S.R.L.” and that holds the Company’s interests in the Pirity Concession;

“PHSRL Founders” means the original promoters and sellers of shares of PHSRL, being Dr. Fernando Weins and Mr. Arnold Klassen;

“Pirity Concession” means the rights to the exploration and production of hydrocarbons in approximately two million acres located in the north-west of Paraguay’s occidental region, the Pirity Sub-basin, near the Argentinian-Paraguayan border;

“Pirity Farm-Out” means the farm-out agreement dated September 11, 2012 among Petro-Victory, LLC, PHSRL and President Energy, pursuant to which President Energy agreed to act as the operator of the Pirity Concession and has subsequently earned a 59 percent working interest in the Pirity Concession. See “Business of the Company – Oil and Gas Properties – Paraguay – The Pirity Farm-Out”;

“PPL” means petroleum prospecting licence ;

“President Energy” means President Energy PLC, an international oil and gas exploration and production company that is listed on the AIM market of the London Stock Exchange with whom the Company entered into the Pirity Farm-Out and which owns a Paraguayan subsidiary, “President Energy Paraguay S.A.”;

“Purchase and Sale Agreements” means the two Purchase and Sale Agreements entered into on May 23, 2014 by the Company setting out the terms and conditions of the Asset Acquisitions;

“Reorganization” means the series of transactions pursuant to the terms of the Contribution Agreement whereby Petro-Victory Energy Corp. will acquire all of the issued and outstanding units of Petro-Victory, LLC, in exchange for the issuance to the Existing Unitholders of Common Shares and Restricted Voting Shares of the Company.

“Restricted Voting Shares” means the Class B common shares of the Company, to be issued to certain of the Existing Unitholders in connection with the Reorganization. The Restricted Voting Shares cannot be voted at meetings of shareholders of the Company for matters concerning the nomination and/or election of directors. The Restricted Voting Shares are convertible at any time into Common Shares and, except for the restriction on voting as set forth above, are otherwise identical to the Common Shares in respect of preferences and privileges. See “Corporate Structure – Reorganization and Asset Acquisitions” and “Description of Shares”;

“RPS” means Cambrian Consultants (CC) America, Inc., doing business as RPS, Independent qualified reserves evaluators;

"RPS Audit Report Update" means the independent audit addendum dated July 28, 2014, of the prospective resources related to the Pirity Concession, prepared by RPS with an effective date June 1st, 2014.

“RPS Resource Report” means the independent audit, dated May 19, 2014, of the prospective resources relating to the Pirity Concession, prepared by RPS with an effective date of January 1, 2014 and a preparation date of May 16, 2014;

“Shareholder” means a holder of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, each as amended from time to time;

“TFSA” means a tax-free savings account;

“TSX” means the Toronto Stock Exchange;

“TSX-V” means the TSX Venture Exchange Inc.;

“United States” and “U.S.” mean the United States of America, its territories and possessions, including the District of Columbia;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

“Vendors” means those Persons from whom the Company intends to acquire the exploration rights to the Takutu PPL and the exploration rights to Block REC-T-170 pursuant to the Asset Acquisitions.

 

Disclosure provided in this website for BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of six Mcf to one bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.