Mr. Richard Gonzalez reports
PETRO-VICTORY ENERGY CORP ANNOUNCES INCREASE TO PREVIOUSLY ANNOUNCED SHARES FOR DEBT TRANSACTION
Petro-Victory Energy Corp. has revised the terms to the debt settlement transaction of $500,000 (U.S.), announced on March 22, 2026. The company now intends to enter into a debt settlement agreement with 579 Max Ltd. to settle outstanding debt in the aggregate amount of $1-million (U.S.) owing to the lender by issuing 2,042,483 common shares of the company at a deemed price of 68 Canadian cents per common share.
Closing of the share-for-debt transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The company intends to close the share-for-debt transaction as soon as practicable. The common shares to be issued pursuant to the share-for-debt transaction will be subject to a hold period of four months and one day from the date of issuance.
The share-for-debt transaction constitutes 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 intends to 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)(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 Energy 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 31 concession contracts with 210,583 acres, net to Petro-Victory, plus an additional four concessions and 11,413 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 Venture Exchange under the ticker symbol VRY.
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