Victory Energy Corporation (OTCMKTS:VYEY) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.

As previously reported on August 24, 2017, the Company entered into a divestiture agreement (the “Divestiture Agreement”) with Navitus Energy Group (“Navitus”) on August 21, 2017, to which the Company has agreed to divest and transfer its 50% ownership interest in Aurora Energy Partners to Navitus, which currently owns the remaining 50% interest, in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between Victory and Navitus (the “Partnership Agreement”), including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity.

As previously reported on September 20, 2017, the Company and Navitus entered into an amendment to the Divestiture Agreement on September 14, 2017, to which the parties amended the Divestiture Agreement to provide for the issuance of 166,549,134 shares (pre-reverse stock split) of the Company’s common stock to Navitus upon closing of the transactions contemplated by the Divestiture Agreement. The Company also agreed to provide Navitus with demand registration rights for these shares, whereby the Company agreed to file within thirty (30) days of request a registration statement on an appropriate form covering the resale of these shares and use its commercially reasonable efforts to cause such registration statement to be declared effective within one hundred twenty (120) days following such filing.

On December 13, 2017, the Company and Navitus completed the transactions contemplated by the Divestiture Agreement and the Company issued 166,549,134 shares (pre-reverse stock split) of its common stock to Navitus. At closing, the Company and Navitus also entered into a mutual release (the “Release”), to which each of the parties waived, released and forever discharged and covenanted not to sue the other party with respect to any and all claims, demands, suits or causes of action of any kind whatsoever, including without limitation, all claims and causes of action arising out of or in any way relating to any dealings between the parties prior to closing relating to or arising under the Partnership Agreement, except that Navitus did not release or otherwise discharge the Company of any obligations that the Company may have resulting from the ownership by Navitus, its partners, or any of its affiliates, of any capital stock, options to purchase capital stock or warrants to purchase capital stock held by Navitus, its partners, or any such affiliates.

The foregoing summary of the terms and conditions of the Release does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement filed as an exhibit to this report.

Item 3.02Unregistered Sales of Equity Securities.

The information set forth under Item 2.01 regarding the issuance of shares of common stock under the Divestiture Agreement is incorporated by reference into this Item 3.02. The issuance of these securities was made in reliance upon an exemption from registration provided under Section4(a)(2) of the Securities Act of 1933, as amended.

(d) Exhibits

The following exhibits are filed herewith:

VICTORY ENERGY CORP Exhibit
EX-10.3 2 exhibit103-mutualrelease.htm EXHIBIT 10.3 Exhibit MUTUAL RELEASEMUTUAL RELEASE,…
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About Victory Energy Corporation (OTCMKTS:VYEY)

Victory Energy Corporation (Victory) is an independent exploration and production company. The Company is engaged in the acquisition, exploration and production of oil and natural gas properties, through its partnership with Aurora Energy Partners (Aurora). The Company has technical and specialized resources located in Midland, Texas. The Company is focused on the acquisition and development of unconventional resource play opportunities in the Permian Basin, the Eagle Ford shale of South Texas and other areas. The Company has approximately 40 gross and over nine net wells, in production. The Company’s portfolio of producing assets includes the Eagle Ford property, the Fairway property, the Bootleg Canyon Ellenberger Field, the Adams-Baggett Gas Field, the Chapman Ranch, the Morgan Property and the Clear Water Wolfberry Resource Play. All of Victory’s assets are located in the United States. The Bootleg Canyon Property, which covers over 4,000 acres, is located in Pecos County, Texas.