Petro-Victory Energy Corp. announces warrant incentive plan

Petro-Victory Energy Corp. (“Petro-Victory” or the “Company”) (TSXV: VRY,OTC:PTVRF) is pleased to announce that it intends to change the exercise price and exercise period for 1,205,350 common stock purchase warrants issued on February 27, 2024 (the “February Warrants”) and 1,851,960 common stock purchase warrants issued on March 28, 2023 (the “March Warrants”, together with the February Warrants, the “Warrants”), all of which are currently exercisable at CAD $4.00 per common share.

The Warrants were issued pursuant to two separate private placements of units of the Company at a price of CAD $3.00 per unit. The February Warrants and March Warrants will expire on February 27, 2026 and March 28, 2026, respectively. The Company proposes to change the exercise price of all Warrants to $0.60 and to change the expiration date of the Warrants from February to March 29, 2026 and the expiration date of the Warrants from March to April. 27, 2026 (being 30 days from the current expiration dates), to provide an incentive to the holders to exercise their Warrants. All other conditions of the Warrants remain unchanged. The warrant amendments are subject to acceptance by the TSX Venture Exchange (the “TSXV”).

The Company also announces the successful completion of a loan transaction totaling US$300,000 (the “Loan“) with an unsecured promissory note issued to 579 Max, Ltd. (the “Lender“). The loan carries an annual interest rate of 14% and is expected to mature on February 12, 2027. In connection with the loan, the lender has been granted 691,780 bonus warrants (the “Warrants“) with an exercise price of C$0.59 per share and an expiration date of February September 12, 2027. The loan and issuance of warrants remain subject to acceptance by TSXV.

The loan and the issuance of the warrants each constituted a “related party transaction” under Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“), as T. Lynn Bryant, a director and related party (as defined in MI 61-101) of the Company, is a principal of the Lender. The Company relied on the exemptions from the formal minority shareholder valuation and approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to related party matters, as the Company is listed on the TSXV 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, to the extent related parties are involved, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

About Petro-Victory Energy Corp.

Petro-Victory Energy Corp. is an oil and gas company engaged in the acquisition, development and production of crude oil and natural gas in Brazil. The total portfolio under management as of the date of this filing includes 49 concession contracts with 276,755 hectares, net to Petro-Victory, plus a further 6 concessions and 19,074 hectares jointly owned by BlueOak in Capixaba Energia. Through disciplined investments in high-impact, low-risk assets, Petro-Victory focuses on delivering sustainable shareholder value. The company’s common shares trade on the TSX Venture Exchange under the ticker symbol VRY.

Warning

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

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.

Advisory regarding forward-looking statements

In the interest of providing information to Petro-Victory’s shareholders and potential investors about Petro-Victory’s future plans and activities, certain statements contained in this press release are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). In some cases, forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “continue,” “may,” “estimate,” “expect,” “predict,” “intend,” “may,” “objective,” “ongoing,” “outlook,” “potential,” “project,” “plan,” “should,” “target,” “would,” “will” or similar words that suggest future outcomes, events or achievements. The forward-looking statements contained in this press release speak only as of the date hereof and are expressly qualified by this cautionary statement.

This press release specifically contains forward-looking statements relating to, but not limited to, TSXV’s approval of the Loan and the issuance of the Warrants. These forward-looking statements are based on certain material assumptions regarding, among other things, the receipt of TSXV approval for the Loan and the issuance of the Warrants. Readers are cautioned that such assumptions, although considered reasonable by Petro-Victory at the time of preparation, may prove to be incorrect. Actual results will differ from the information provided herein due to numerous known and unknown risks and uncertainties and other factors.

The above summary of assumptions and risks relating to forward-looking statements contained in this press release has been provided to provide stockholders and potential investors with a more complete perspective on Petro-Victory’s current and future operations and such information may not be appropriate for other purposes. No representation is made by Petro-Victory that actual results achieved will be the same, in whole or in part, as those referred to in the forward-looking statements and Petro-Victory undertakes no obligation to publicly update or revise the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

SOURCE Petro-Victory Energy Corp.

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