Mr. Richard Gonzalez reports

PETRO-VICTORY ENERGY CORP. CORPORATE UPDATE

Petro-Victory Energy Corp. has provided a corporate update reinforcing the company's commitment to sustained growth and value creation for its stakeholders.

Highlights:

• 12-month extension of $1.7-million (U.S.) secured note;
• $3 private placement unit offering increased from up to $1-million (U.S.) to up to $2-million (U.S.) and extended closing to Feb. 29, 2024;
• 12-month extension of March 28, 2023, $4 warrants.

$1.7-million (U.S.) note extension

Further to the press release dated Oct. 6, 2022, the company has extended the term of the $1.7-million (U.S.) secured note from 579 Max Ltd. The 579 note has been extended by 12 months to March 31, 2025, and the interest rate has increased from 12 per cent to 14 per cent per annum.

In connection with the original financing dated Oct. 6, 2022, the lender was issued 500,000 bonus warrants at an exercise price equal to $3. As a result of the extension, the original 500,000 bonus warrants have expired concurrently. As consideration for the extension, the company has granted the lender 600,000 bonus warrants (500,000 original financing plus 100,000 consideration for extension) to purchase a like number of common shares at an exercise price equal to $3 per share, which shall expire on March 31, 2025.

The issuance of the bonus warrants will constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as the lender is a related party (as defined in MI 61-101) of the company. The company will rely 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 extension of the 579 note and issuance of bonus warrants remains subject to TSX-V final acceptance.

Private placement increase and extension

Further to the news release dated Dec. 19, 2023, Petro-Victory is increasing the private placement of units at $3, consisting of one common share in the capital of the company and one transferable share purchase warrant entitling the holder thereof to acquire one common share at a price of $4 per share exercisable for a period of 12 months following the closing date, from up to $1-million (U.S.) to up to $2-million (U.S.) and has received an extension from the TSX-V to close its private placement on Feb. 29, 2024.

The net proceeds from the private placement will be used for general working capital and remain subject to TSX-V final acceptance.

March, 2023, warrant extension

The company has extended the exercise period for the entire class of 1,851,960 common share purchase warrants, all of which are exercisable at $4 per common share.

The 2023 warrants were issued pursuant to a private placement that closed on March 28, 2023. The company has extended the expiry dates of these 2023 warrants by 12 months, such that the new expiry date for the 2023 warrants will be March 28, 2025. All other terms and conditions of the 2023 warrants remain unchanged.

The warrant extension is subject to acceptance by the TSX-V.

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 41 licences totaling 272,912 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.