Petro-Victory Energy Corp. Announces Corporate Update

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DALLAS, July 13, 2026 /CNW/ - Petro-Victory Energy Corp. (TSXV: VRY) ("Petro-Victory" or the "Company") announces that it has amended the terms of its existing promissory notes issued to 579 Max Ltd ("579 Max"), a company controlled by T. Lynn Bryant, a director of the Company, in the aggregate principal amount of US$2,100,000 that had varying due dates ranging from July 2026 to February 2027, to extend the maturity dates of each loan and to provide for an additional loan amount of up to US$1,000,000 to be drawn from time to time in multiple advances (collectively, the "Amended 579 Max Loan"). The Amended 579 Max Loan has a maturity date of July 31, 2028 and bears interest at the original rate of 14% per annum.

In connection with the existing promissory notes, 579 Max was issued 3,674,130 bonus warrants ("Bonus Warrants") each exercisable into one common share of the Company which have expired concurrently with the execution of the Amended 579 Max Loan. As consideration for the extension and entering into the Amended 579 Max Loan, the Company has granted 579 Max 4,742,799 new Bonus Warrants exercisable at C$0.61 per share until July 31, 2028.  In addition, 579 Max will be issued up to an additional 2,457,840 Bonus Warrants exercisable at C$0.61 per share until July 31, 2028 in connection with any additional advance under the Amended 579 Max Loan, with 2.32 Bonus Warrants to be granted for each US$1.00 of the principal amount advanced under the Amended 579 Max Loan.

The Company also announces that it has amended the term of the unsecured promissory note with a private company lender (the "LOC Lender") formed by Thomas C. Cooper, a director of the Company, and other arm's length third parties for a loan of up to US$3,000,000 to be drawn from time to time in multiple advances (the "LOC") that had an original maturity date of July 21, 2026 and currently has the principal amount of US$1,125,000 drawn down and outstanding. The LOC has been amended to extend the maturity date to July 31, 2028 and bears interest at the original rate of 14% per annum.

In connection with the LOC, the LOC Lender was issued 2,761,467 Bonus Warrants which have expired concurrently with the execution of the amended LOC. As consideration for the extension, the Company has granted the LOC Lender 2,761,467 new Bonus Warrants exercisable at C$0.61 per share until July 31, 2028. In addition, the LOC Lender will be issued up to an additional 4,206,894 Bonus Warrants exercisable at C$0.61 per share until July 31, 2028 in connection with any additional advance under the LOC, with 2.32 Bonus Warrants to be granted for each US$1.00 of the principal amount advanced under the LOC.

The Amended 579 Max Loan, the extension of the LOC and the issuance of all Bonus Warrants remain subject to TSX Venture Exchange ("TSXV") acceptance.

The Amended 579 Max Loan, the extension of the LOC and the issuance of the Bonus Warrants each constituted a "related party transaction" ‎under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special ‎Transactions ("MI 61-101") as 579 Max and the LOC Lender are each a related party (as defined in MI 61-101) of the ‎Company. The Company relied on the exemption from the formal valuation and minority approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101, respectively, on the basis of the "financial hardship" exemption therein.‎‎ The Company did not file the material change report more than 21 days before the effective date of the Amended 579 Max Loan or the amended LOC as the definitive documentation was not settled until shortly before the effective dates, and the Company wished to close on an expedited basis for sound business reasons.

The independent directors of the Company (comprised of four directors) determined that the Amended 579 Max Loan, the amended LOC and the issuance of the Bonus Warrants were each reasonable for the Company in the circumstances and approved and recommend each transaction to the board of directors. The independent directors and the board of the Company carefully considered the terms and availability of the various alternatives to improve the financial situation of the Company (e.g., accessing public or private debt or equity markets) and concluded the Company is in serious financial difficulty and there were no viable alternatives available on commercially reasonable terms that would be more likely to improve the financial situation of the Company compared to the Amended 579 Max Loan, the amended LOC and the issuance of the Bonus Warrants. The board of directors of the Company approved the Amended 579 Max Loan, the amended LOC and the issuance of the Bonus Warrants, with T. Lynn Bryant and Thomas C. Cooper abstaining as required by applicable law.

About Petro-Victory Energy Corp.

Petro-Victory Energy Corp. 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 4 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 TSXV under the ticker symbol VRY.

Cautionary Note

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

Advisory Regarding Forward-Looking Statements

In the interest of providing Petro-Victory's shareholders and potential investors with information regarding Petro-Victory's future plans and operations, certain statements in this press release are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "objective," "ongoing," "outlook," "potential," "project," "plan," "should," "target," "would," "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.

Specifically, this press release contains forward-looking statements relating to, but not limited to, TSXV approval for the Amended 579 Max Loan, the amended LOC and the issuance of the Bonus Warrants. These forward-looking statements are based on certain key assumptions regarding, among other things, the receipt of TSXV approval for the Amended 579 Max Loan, the amended LOC and the issuance of the Bonus Warrants. Readers are cautioned that such assumptions, although considered reasonable by Petro-Victory at the time of preparation, may prove to be incorrect. Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors, including the risk of not receiving TSXV acceptance. These and other risks are set out in more detail in the Company's Annual Information Form for the year ended December 31, 2025, available on SEDAR+ at sedarplus.ca.

The above summary of assumptions and risks related to forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on Petro-Victory's current and future operations and such information may not be appropriate for other purposes. There is no representation by Petro-Victory that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Petro-Victory does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

SOURCE Petro-Victory Energy Corp.

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