Petro-Victory Energy Corp. Announces Corporate Update

Petro-Victory Energy Corp. Announces Corporate Update

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DALLAS, July 21, 2025 /CNW/ - Petro-Victory Energy Corp. (TSXV: VRY) ("Petro-Victory" or "Company") announces that it has borrowed an aggregate of US$475,000 (the "Loans") and issued unsecured promissory notes to Thomas Cooper, a director of the Company, and to an arm's length third party (collectively, the "Lenders"). The Loans have a term of one year and bear interest at an annual rate of 14% per annum. The Lenders will be issued an aggregate of 1,062,123 bonus warrants (the "Warrants") in connection with the Loans, with 502,451 Warrants being exercisable at CAD$0.61 per common share on or before July 1, 2026 and with 559,672 Warrants being exercisable at CAD$0.61 per common share on or before July 7, 2026.

The Company also announces that it has entered into an unsecured promissory note with a private company lender formed by Thomas Cooper 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 "Line of Credit").  The Line of Credit has a term of one year and bears interest at an annual rate of 14% per annum. The lender will be issued up to 6,747,541 Warrants in connection with the Line of Credit, with 2.25 Warrants to be granted for each US$1 of the principal amount advanced under the Line Credit.  The Warrants will be exercisable at CAD$0.61 per common share on or before July 21, 2026.

The Loans, the Line of Credit and the issuance of Warrants remain subject to TSX Venture Exchange ("TSXV") final acceptance.

The Loan from Thomas Cooper in the aggregate amount of US$225,000 and the issuance of 502,451 Warrants in connection therewith and the Line of Credit and the issuance of the Warrants in connection therewith each constituted a "related party transaction" ‎under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special ‎Transactions ("MI 61-101") as Mr. Cooper is a related party (as defined in MI 61-101) of the ‎Company. 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 TSXV 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% of the ‎Company's market capitalization (as determined under MI 61-101).‎

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 49 concession contracts with 276,755 acres, net to Petro-Victory, plus an additional 6 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.

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 Loans, Line of Credit and Warrants. These forward-looking statements are based on certain key assumptions regarding, among other things, the receipt of TSXV approval for the Loans, the Line of Credit and 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.

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.