Petro-Victory issues $500,000 (U.S.) note to 579 Max

Executive Summary

• Petro-Victory Energy Corp. completed a $500,000 USD short-term borrowing transaction via an unsecured promissory note.
• The transaction is a related-party transaction involving 579 Max Ltd., a lender where T. Lynn Bryant, a company director, is a principal.
• The loan includes the issuance of 1,010,882 bonus warrants to the lender, subject to TSX Venture Exchange acceptance.

Key Details

• Transaction Structure: Unsecured promissory note.
• Principal Amount: $500,000 USD.
• Lender: 579 Max Ltd.
• Interest Rate: 14% per annum.
• Maturity Date: December 22, 2026.
• Warrant Terms:
  • Quantity: 1,010,882 bonus warrants.
  • Exercise Price: $0.68 per share.
  • Expiry Date: December 22, 2026.
• Related Party Status: The transaction constitutes a related-party transaction under Multilateral Instrument 61-101 because T. Lynn Bryant (Director) is a principal of the lender.
• Regulatory Exemptions: The company relied on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
• Valuation Thresholds: The fair market value of the transaction did not exceed 25% of the company's market capitalization.
• Conditions Precedent: The loan and warrant issuance remain subject to TSX Venture Exchange acceptance.