Mr. Edwin Tam reports

PETROX ANNOUNCES COMPLETION OF DEBENTURE PRIVATE PLACEMENT

Petrox Resources Corp. has completed its offering of convertible debentures, previously announced on Oct. 6, 2025, and Nov. 18, 2025, resulting in the issuance of debentures having an aggregate principal amount of $400,000.

The debentures shall mature one year from the date of issue and shall bear no interest. The corporation may prepay the indebtedness under the debentures at any time upon 30 days prior written notice, without penalty.

The corporation intends to complete a consolidation of the common shares of its share capital on 1:10 basis. Upon completion of the consolidation, the principal of the debentures will automatically convert into common shares at a conversion price of five cents per share, resulting in the issuance of eight million common shares.

In consideration for their assistance in finding subscribers under the offering, the corporation paid to Leede Financial Inc. cash commissions of $3,500, to Haywood Securities Inc. cash commissions of $2,275 and to EMD Financial Inc. cash commissions of $17,925, and issued to EMD Financial compensation warrants entitling EMD Financial to purchase up to 404,000 common shares, as such common shares exist after completion of the consolidation, each such compensation warrant exercisable into one common share at a price of five cents per share from the date of the consolidation to Nov. 24, 2027.

The debentures, compensation warrants, and the common shares issuable upon the conversion of the debentures and compensation warrants are subject to a four-month hold period.

One hundred per cent of the net proceeds are expected to be used for working capital and toward the financing of future acquisitions. Although the corporation intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

Related party transaction

Alan Chan, Gerry Peacock and David Patterson, all of whom are directors of the corporation, participated in the private placement. The private placement was therefore a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation relied upon the exemptions from the minority shareholder approval and valuation requirements set out in sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The private placement, including the subscriptions of Mr. Chan, Mr. Peacock and Mr. Patterson, was approved unanimously by the directors of the corporation by resolution.

A material change report regarding the private placement was not filed 21 days before the completion of the private placement as, 21 days prior to the completion of the private placement, completion of the private placement was uncertain and therefore did not at that time constitute a material change.

About Petrox Resources Corp.

Petrox is a publicly traded Canadian junior oil and gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian basin. Petrox currently has a production property in Fletwode, Sask., that produces approximately 15 barrels per day (bbl/d).

The common shares of Petrox are listed and posted for trading on the TSX Venture Exchange under the trading symbol PTC.

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