Mr. Richard Gonzalez reports

PETRO-VICTORY ENERGY CORP. ANNOUNCES CORPORATE UPDATE

Petro-Victory Energy Corp. has amended the terms of its existing promissory notes issued to 579 Max Ltd., a company controlled by T. Lynn Bryant, a director of the company, in the aggregate principal amount of $2.1-million (U.S.) 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 $1-million (U.S.) to be drawn from time to time in multiple advances. The amended 579 Max loan has a maturity date of July 31, 2028, and bears interest at the original rate of 14 per cent per annum.

In connection with the existing promissory notes, 579 Max was issued 3,674,130 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 61 Canadian cents per share until July 31, 2028. In addition, 579 Max will be issued up to an additional 2,457,840 bonus warrants exercisable at 61 Canadian cents 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 $1 (U.S.) 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 formed by Thomas C. Cooper, a director of the company, and other arm's-length third parties for a loan of up to $3-million (U.S.) 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 $1,125,000 (U.S.) 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 cent 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 61 cents 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 61 cents 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 $1 (U.S.) 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 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) 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 (composed 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 (for example, 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 with 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 Mr. Bryant and Mr. Cooper abstaining as required by applicable law.

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 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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