Mr. Richard Gonzalez reports

PETRO VICTORY ENERGY CORP CLOSES USD $2.7 MILLION PRIVATE PLACEMENT

Further to the news releases dated Dec. 19, 2023, and Feb. 14, 2024, Petro-Victory Energy Corp. has increased the amount raised under the private placement to $2.7-million (U.S.) ($3.6-million (Canadian)), and has closed the private placement with the issuance of 1,205,350 units at a price of $3 (Canadian) per unit.

Each unit comprises: (i) one common share in the capital of the company; and (ii) one transferable share purchase warrant entitling the holder thereof to acquire one common share at a price of $4 (Canadian). The rights under the warrants will last for a period of 12 months following the closing date.

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

All securities issued in connection with the private placement will not be able to be traded in Canada or through the facilities of the TSX-V for a period of four months and one day from the date of closing.

Certain insiders of the company participated in the private placement and acquired an aggregate of 33,750 units. The participation of the participating insiders constitutes a related party transaction, as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the participating insiders' participation in the private placement does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the closing date of the private placement, as the details of the private placement were not settled until shortly prior to closing the private placement.

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 totalling 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.

We seek Safe Harbor.