Petro-Victory Energy Announces Corporate Update

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DALLAS, Sept. 30, 2026 /CNW/ - Petro-Victory Energy Corp. (TSXV: VRY) ("Petro-Victory" or the "Company") today announced a US$300,000 borrowing transaction (the "Loan") pursuant to an unsecured promissory note issued to 579 Max, Ltd. ("579 Max"), effective June 12, 2026. The Loan bears interest at 14% per annum and matures on June 12, 2027. The Company used the proceeds for general working capital and corporate purposes. No bonus warrants were issued in connection with the Loan, which remains subject to TSX Venture Exchange ("TSXV") acceptance. The Loan constituted a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") because T. Lynn Bryant, a director and related party of the Company as defined in MI 61-101, is a principal of 579 Max. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. These exemptions were available because the Company is listed on the TSXV and neither the fair market value of the subject matter of the transaction nor the fair market value of the consideration, insofar as the transaction involved related parties, exceeded 25% of the Company's market capitalization, in each case as determined under MI 61-101.

Early Warning Disclosure

The Company also announces that 579 Max acquired ownership and control of an additional 1,413,244 warrants (the "Warrants") of Petro-Victory pursuant to an amended and restated promissory note. The note provides for principal advances of up to US$3,100,000, which may be drawn from time to time in multiple advances, and matures on July 31, 2028 (the "Amended Loan"). Please refer to the news release of the Company dated July 13, 2026, for further information regarding the Amended Loan.

Under the Amended Loan, 579 Max is entitled to receive 2.32 Warrants for each US$1.00 of principal advanced. Each Warrant entitles 579 Max to acquire one Class A voting share of the Company (a "Common Share") at an exercise price of C$0.61 per Common Share until July 31, 2028.

Before the Amended Loan was executed, US$2,100,000 of principal had been advanced and 3,674,130 Warrants had been issued to 579 Max under existing loans. Concurrently with execution of the Amended Loan, those 3,674,130 Warrants were cancelled and replaced with 4,738,956 Warrants relating to the US$2,100,000 of principal then outstanding. The Company also received a further US$150,000 advance, in connection with which 579 Max received an additional 348,418 Warrants. As a result, 579 Max held an aggregate of 5,087,374 Warrants issued under the Amended Loan, representing an increase of 1,413,244 Warrants. The new Warrants were dated effective July 13, 2026 but were issued effective September 30, 2026, following receipt of TSXV final acceptance of the Amended Loan.

Petro-Victory has 32,729,703 Common Shares and 4,333,724 Class B restricted voting shares (the "Restricted Shares" and, together with the Common Shares, the "Voting Shares") issued and outstanding, for a total of 37,063,427 Voting Shares.

Before the acquisition and warrant cancellation, 579 Max held 7,372,098 Common Shares and 4,274,130 Warrants, representing approximately 19.89% of the outstanding Voting Shares on a non-diluted basis and 28.17% on a partially diluted basis, assuming exercise of the Warrants. After the acquisition and warrant cancellation, 579 Max held 7,372,098 Common Shares and 5,687,374 Warrants, representing approximately 19.89% of the outstanding Voting Shares on a non-diluted basis and 30.55% on a partially diluted basis, assuming exercise of the Warrants.

579 Max acquired the Warrants for investment purposes and maintains a long-term view of its investment. Depending on market conditions, changes in the Company's business, strategy, operations or prospects, and other relevant factors, 579 Max may acquire additional securities through market purchases, private acquisitions or participation in financings, or may dispose of Warrants or Common Shares through market or private transactions. 579 Max may also discuss with the Company's management or board of directors any of the actions described in clauses (a) through (k) of Section 5 of 579 Max's early warning report.

This portion of the news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report regarding the acquisition of the Warrants will be filed on SEDAR+ at www.sedarplus.ca under Petro-Victory's issuer profile. A copy of the early warning report may also be obtained by contacting 579 Max c/o Daniel R. Wray, CFO, 214-971-2647.

Shares-for-Debt Transaction

The Company also announces that it has postponed the anticipated closing of the Shares-for-Debt Transaction from September 30, 2026, to on or about October 31, 2026. The transaction is intended to reduce up to US$2,027,618.28 of indebtedness owed to certain directors and officers of the Company (equivalent to C$2,816,136.50 based on a CAD-to-USD exchange rate of 0.72) through the issuance of Common Shares at a price of C$0.68 per share (the "Shares-for-Debt Transaction"). Completion of the Shares-for-Debt Transaction remains subject to TSXV acceptance.

About Petro-Victory Energy Corp.

Petro-Victory Energy Corp. acquires, develops and produces crude oil and natural gas assets in Brazil. As of the date of this release, the Company's managed portfolio comprises 49 concession contracts covering 276,755 net acres, together with 6 additional concessions covering 19,074 acres held jointly with BlueOak through Capixaba Energia. Through disciplined investment 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 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

This press release contains certain "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"). Forward-looking statements are provided to inform Petro-Victory's shareholders and potential investors about the Company's future plans and operations. They may be identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "objective," "ongoing," "outlook," "potential," "project," "plan," "should," "target," "would" and "will," and similar expressions relating to future outcomes, events or performance. These statements speak only as of the date of this release and are expressly qualified by this cautionary statement.

Forward-looking statements in this release include, but are not limited to, statements regarding TSXV acceptance of the Loan and completion of the Shares-for-Debt Transaction. These statements are based on key assumptions, including the receipt of the applicable TSXV acceptance. Although Petro-Victory considers these assumptions reasonable as of the date of this release, they may prove incorrect. Actual results may differ materially because of known and unknown risks, uncertainties and other factors.

The foregoing summary of assumptions and risks is intended to provide shareholders and potential investors with a more complete perspective on Petro-Victory's current and future operations and may not be appropriate for other purposes. Petro-Victory does not represent that actual results will be the same, in whole or in part, as those described in the forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise.

SOURCE Petro-Victory Energy Corp.

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