Mr. Richard Gonzalez reports

PETRO-VICTORY ENERGY CORP. ANNOUNCES WARRANT INCENTIVE PLAN

Petro-Victory Energy Corp. intends to amend the exercise price and exercise period for 1,205,350 common share purchase warrants issued on Feb. 27, 2024, and 1,851,960 common share purchase warrants issued on March 28, 2023, all of which are currently exercisable at $4 per common share.

The warrants were issued pursuant to two separate private placements of units of the company at a price of $3 per unit. The February warrants and March warrants are set to expire on Feb. 27, 2026, and March 28, 2026, respectively. The company proposes to amend the exercise price of all of the warrants to 60 cents and to amend the expiry date of the February warrants to March 29, 2026, and the expiry date of the March warrants to April 27, 2026 (being 30 days from the current expiry dates), to provide an incentive to the holders to exercise their warrants. All other terms and conditions of the warrants remain unchanged. The warrant amendments are subject to acceptance by the TSX Venture Exchange.

The company also announces the successful completion of a borrowing transaction totalling $300,000 (U.S.) with an unsecured promissory note issued to 579 Max Ltd. (the lender). The loan carries an annual interest rate of 14 per cent and is scheduled to mature on Feb. 12, 2027. In connection with the loan, the lender has been granted 691,780 bonus warrants having an exercise price of 59 cents per share and an expiry date of Feb. 12, 2027. The loan and issuance of warrants remain subject to TSX-V acceptance.

The loan and the issuance of the warrants each constituted 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 relied 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)(a) 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, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).

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 49 concession contracts with 276,755 acres, net to Petro-Victory, plus an additional six concessions and 19,074 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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