Liquidmetal Technologies Inc (LQMT)

[rige]

Its so that Privately held Liquidmetal Coatings can IPO itself without having to do an IPO. LMC will merge with Publicly Traded Victory Energy and new shares will be issued, LMC will control the Board of the new company.
Then the Milking of new shareholders starts.
AVV (Armacor Victory Ventures) is LMC (Liquidmetal Coating.)
https://globenewswire.com/news-release/2017/08/22/1091287/0/en/Victory-Energy-Announces-Agreement-for-5-Million-Financing-and-Entry-into-Exclusive-Sublicense-with-Armacor-Victory-Ventures.html

Transaction Highlights
Victory will hold a special meeting of its shareholders as soon as possible to obtain the approval of among other things, amendments to Victory’s Articles of Incorporation to effect a reverse split of Victory’s common stock and an increase in the number of authorized shares of Victory’s common stock, such that there will be sufficient common stock authorized to allow for the conversion of the outstanding Series B Preferred Stock and other series of preferred stock that will be outstanding on the date of the shareholders meeting.

• Concurrent with signing of the Transaction Agreement:

AVV granted Victory the License which has been independently valued at approximately $20 million;
Victory entered into interim funding agreements to support the company operations while awaiting shareholder approval;
Victory entered into agreements with its creditors regarding the orderly repayment of its remaining liabilities;
David McCall and Patrick Barry resigned from the Board of Directors, and the Board will be expanded to six members;
The reconfigured Board of Directors will include Kenny Hill, Ronald Zamber, Robert Grenley, Rick Salas, Kevin DeLeon and Julio C. Herrera;
Victory and Navitus Energy Group (“Navitus”) entered into a divestiture agreement pursuant to which, upon obtaining Shareholder Approval, Victory will divest its 50% ownership interest in Aurora Energy Partners (“Aurora”) through the sale of such interest to Navitus;
Each of the AVV insiders and Victory insiders entered into a lock-up and resale restriction agreement imposing transfer restrictions on the VYEY stock received in connection with the transactions contemplated by the Transaction Agreement and related agreements; and
Victory and Kenneth Hill, the Chief Executive Officer of Victory, entered into an amended and restated employment agreement.
• Upon obtaining Shareholder Approval:

AVV will fund the remaining $5 million in cash to Victory (less amounts contributed during the period prior to the Shareholders Meeting);
The Board of Directors of Victory will be expanded to seven members and AVV will appoint the additional member, giving AVV control of Victory;
The Series B Preferred Stock received by AVV will convert into common stock constituting 90% of the issued and outstanding common stock of Victory on a fully-diluted basis, after giving effect to the issuances of all securities of Victory contemplated by Transaction Agreement and related agreements; and
Victory will transfer its interest in Aurora to Navitus and no longer engage in the upstream oil and gas exploration and production business.