Petro-Victory Energy Corp Announces Increase to Previously Announced Shares for Debt Transaction

• The most recent release (April 9, 2026) announces an increase in a previously announced debt settlement transaction from US$500,000 to US$1,000,000.
• Settlement is executed via issuance of 2,042,483 common shares at C$0.68 per share to lender 579 Max Ltd.
• Transaction is a related-party deal involving Director T. Lynn Bryant; relies on MI 61-101 exemptions for valuation and minority approval.
• Shares are subject to a four-month-plus-one-day hold period post-issuance.
• Historical context shows a pattern of frequent financing activities: private placements ($2.3M in Sept 2025), short-term loans (US$300k-$500k with 579 Max Ltd.), and warrant amendments to encourage exercise or extend maturities.
• March 27, 2026 news details an asset contribution to Azevedo & Travassos Energia (ATE) for a 10.25% stake, valued at ~US$2M equity component.
• March 2, 2026 news confirms drilling commencement of SJ-12 well at São João Field with estimated resources of 50.1 billion cubic feet.

• Dilution Risk: The issuance of over 2 million shares to settle debt represents significant dilution for existing shareholders without generating new cash or operational revenue.
• Liquidity Distress: Increasing the debt settlement amount from $500k to $1M indicates an inability to service obligations in cash, confirming liquidity strain highlighted by the September 2025 financials (Cash: $1,638 vs Current Liabilities: ~$19.3M).
• Related Party Concerns: Repeated financing and debt settlements with a lender where a director is a principal raise governance red flags regarding arm's-length terms and shareholder value protection.
• Valuation Discount: Shares issued at C$0.68 are below the recent trading range (March 2026 highs near $0.90), signaling management prioritizes debt reduction over share price stability.
• Warrant Overhang: Multiple warrant series amended to lower exercise prices (C$0.60) with expiries in early 2026 create potential for further dilution if exercised or extended again.

• Company: Petro-Victory Energy Corp (TSXV: VRY).
• Flagship Project: São João Field in the Barreirinhas Basin, Brazil (100% owned), with estimated contingent resources of 50.1 billion cubic feet of non-associated gas.
• Portfolio: Retains partnership in Capixaba Energia, Alto Alegre and Trapiá concessions, and 28 exploration blocks in Potiguar Basin; contributed Andorinha field and six other concessions to ATE.
• Operations: Drilling SJ-12 well commenced March 2026 to verify deliverability for commercialization.