Mr. Richard Gonzalez reports
PETRO-VICTORY ENERGY CORP. ANNOUNCES UPDATE TO WARRANT INCENTIVE PLAN AND SHORT TERM LOAN
Petro-Victory Energy Corp. has provided an update to the warrant amendments previously announced on Feb. 21, 2026, with respect to the 1,205,350 common share purchase warrants issued on Feb. 27, 2024, and the 1,851,960 common share purchase warrants issued on March 28, 2023.
The company has amended the exercise price of all of the February warrants to 60 cents and the expiry date to March 29, 2026, and the exercise price of 1,577,156 of the March warrants to 60 cents and the expiry date to April 27, 2026 (each being 30 days from the current expiry dates), in order to provide an incentive to the holders to exercise their warrants. The warrants had an exercise price of $4 (Canadian) per common share, and the February warrants and March warrants were set to expire on Feb. 27, 2026, and on March 28, 2026, respectively. All other terms and conditions of the warrants remain unchanged. The warrant amendments remain subject to final acceptance by the TSX Venture Exchange.
The company also announces an update to the borrowing transaction of $300,000 (U.S.) with an unsecured promissory note issued to 579 Max Ltd., previously announced on Feb. 21, 2026. In connection with the loan, the lender will now be granted 680,250 bonus warrants, having an exercise price of 60 Canadian cents per share and an expiry date of Feb. 12, 2027. The loan carries an annual interest rate of 14 per cent and is scheduled to mature on Feb. 12, 2027. The loan and issuance of warrants remain subject to final TSX-V acceptance.
The warrant amendments, 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, as T. Lynn Bryant, a director and related party (as defined in MI 61-101) of the company, is a principal of the lender, and Chris Cooper, a director and related party (as defined in MI 61-101) of the company, holds warrants. The company relied 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-V 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).
About Petro-Victory Energy Corp.
Petro-Victory 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 acres, net to Petro-Victory, plus an additional six concessions and 19,074 acres owned jointly with BlueOak in Capixaba Energia. Through disciplined investments in high-impact, low-risk assets, Petro-Victory is focused on delivering sustainable shareholder value. The company's common shares trade on the TSX-V under the ticker symbol VRY.
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