Mr. Richard Gonzalez reports

PETRO-VICTORY ENERGY AND BLUEOAK INVESTMENTS ACQUIRE CAPIXABA ENERGIA, EXPANDING BRAZIL ONSHORE OPERATIONS

Petro-Victory Energy Corp. and BlueOak Investments have signed a sale-and-purchase agreement to acquire Capixaba Energia Ltd., a fully integrated onshore Brazilian production company with strong financials and near-term growth potential. The transaction is expected to close in the second quarter of 2025.

Key acquisition highlights:

• Strategic growth hub -- Capixaba Energia generates strong cash flow and owns critical infrastructure assets, positioning Petro-Victory and BlueOak for accelerated growth in Brazil's onshore oil and gas sector.
• Proven oil fields and exploration potential -- The acquisition includes four oil fields in the Espirito Santo basin (including the Lagoa Parda cluster), plus two exploration blocks adjacent to major producers.
• Production expansion -- Current output of approximately 400 barrels of oil equivalent per day (88 per cent oil), with expectations to grow substantially within the next 12 to 18 months following a detailed and planned workover and drilling campaign targeting proven reserves.
• Acquisition terms -- Total price of $17.5-million (U.S.) (105 million Brazilian real) including earnouts, financed by BlueOak and future cash flows.

Joint venture agreement with BlueOak

After forming a strategic partnership with BlueOak Investments on Jan. 7, 2025, Petro-Victory and BlueOak executed a joint venture agreement on Feb. 28, 2025, to establish the terms and conditions governing the acquisition of Capixaba Energia. BlueOak has extensive experience with investments in the onshore oil and gas sector, having structured, invested and successfully divested from one of the best success cases in the onshore industry in Brazil. BlueOak will finance 100 per cent of the acquisition and will be the controller, while Petro-Victory will be the operator. Petro-Victory will begin with a nominal equity position at closing and will become a relevant equityholder (20 per cent and then 50 per cent) upon reaching certain thresholds. No additional capital is required to be injected by the company to attain the relevant equity position, and the company will be paid to operate the assets.

Richard F. Gonzalez, chief executive officer of Petro-Victory, commented: "I am very pleased to announce our first acquisition in partnership with BlueOak. The acquisition of Capixaba Energia marks a strategic milestone in our expansion as we establish a hub of production and expertise in the Espirito Santo region. This acquisition strengthens our position in Brazil, firmly establishing Espirito Santo basin as a key area for production growth and complementing our presence in the Barreirinhas and Potiguar basins, where we are already well positioned. We look forward to unlocking the full potential of these assets and driving long-term value creation with BlueOak."

Meton Morais, chief executive officer of BlueOak, commented: "Our investment in Capixaba Energia, in partnership with Petro-Victory, marks a pivotal step in our commitment to unlocking value in the Brazilian energy sector. Brazil is an increasingly attractive market for oil and gas investment and currently has more sellers than buyers of onshore assets. The Espirito Santo onshore basin offers a unique consolidation opportunity, given that we do not see a major structured and capitalized player investing in the development of its assets. We look forward to a successful partnership with Petro-Victory as we drive growth and create sustainable value through operational excellence and disciplined capital allocation."

Strategic rationale and operational impact:

• Deep asset knowledge and plan to increase production and efficiency -- Petro-Victory previously partnered in the Lagoa Parda cluster, gaining valuable technical expertise and industry relationships. The work program will focus on maximizing production, improving recovery rates and optimizing operating costs.
• Deep Brazilian and Latin American oil and gas investment knowledge -- BlueOak has extensive experience with investments in the onshore oil and gas sector, having structured, invested and successfully divested from one of the best success cases in the onshore industry in Brazil.
• Certified reserves and production history -- Capixaba Energia has a certified reserve report dated Dec. 31, 2019, by GLJ. A new reserve report is being prepared by an independent reserves evaluator in accordance with National Instrument 51-101 and COGEH (Canadian Oil And Gas Evaluations Handbook), and will be published when available, and the report is expected to increase certified reserves. The field has produced 38 million barrels to date, with substantial reserves remaining.

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 38 licences totalling 257,604 acres in two different producing basins in Brazil. Petro-Victory generates accretive shareholder value through disciplined investments in high-impact, low-risk assets.

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