Mr. Richard Gonzalez reports

PETRO-VICTORY ENERGY CORP ANNOUNCES EXTENSION TO US $1,700,000 NOTE AND SHARES FOR DEBT TRANSACTION

Further to the press releases dated Oct. 6, 2022, Feb. 14, 2024, and March 25, 2025, Petro-Victory Energy Corp. has extended the term of a $1.7-million (U.S.) secured financing from 579 Max Ltd. The loan bears interest payable quarterly at the rate of 14 per cent per annum. The note was due March 31, 2026, but has been extended by 24 months to March 31, 2028.

In connection with the amendment to the original loan, the lender was issued 600,000 bonus warrants, which have expired concurrently with the extension. As consideration for the extension, the company has granted the lender 600,000 warrants to purchase a like number of common shares at an exercise price equal to 68 cents per common share, which shall expire on March 31, 2028. The extension and the issuance of the warrants remain subject to TSX Venture Exchange approval.

The company also announces that it intends to enter into debt settlement agreements to settle outstanding debt in the amount of up to approximately $500,000 (U.S.) owing to certain directors and arm's-length creditors of the company (including debt (other than the loan) owed to the lender in the amount of $500,000 (U.S.)), by issuing up to 980,392 common shares at a deemed price of 68 cents per common share to the creditors.

Closing of the shares-for-debt transaction is subject to customary closing conditions, including the approval of the TSX-V. The company intends to close the shares-for-debt transaction as soon as practicable. The common shares to be issued pursuant to the shares-for-debt transaction will be subject to a hold period of four months and one day from the date of issuance.

The loan, the issuance of the warrants and the shares-for-debt transaction 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. 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)(b) 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, exceeds $2.5-million (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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