Petro-Victory Energy Corp. Announces Warrant Incentive Plan

Executive Summary

• Petro‑Victory Energy Corp. proposes to amend the exercise price of its February 2024 and March 2023 warrants from CAD $4.00 to $0.60 and extend their expiry dates by 30 days to incentivize exercise.
• The company completed a US$300,000 unsecured loan with 579 Max, Ltd., bearing 14% annual interest, maturing on February 12 2027, and issued 691,780 bonus warrants (exercise price C$0.59, expiry Feb 12 2027) to the lender.
• Both the warrant amendment and the loan‑related warrant issuance are subject to TSX Venture Exchange approval and rely on MI 61‑101 exemptions for related‑party transactions.

Key Details

• Warrant Amendment
• February Warrants: 1,205,350 units (issued Feb 27 2024) – current price CAD $4.00 → proposed $0.60; expiry extended from Feb 27 2026 to Mar 29 2026.
• March Warrants: 1,851,960 units (issued Mar 28 2023) – current price CAD $4.00 → proposed $0.60; expiry extended from Mar 28 2026 to Apr 27 2026.

• All other terms unchanged; amendment requires TSXV acceptance.

• Loan Transaction

• Principal: US$300,000 unsecured promissory note to 579 Max, Ltd.
• Interest rate: 14% per annum.

• Maturity date: February 12 2027.

• Bonus Warrants Issued with Loan

• Quantity: 691,780 warrants granted to lender.
• Exercise price: C$0.59 per share.

• Expiry: February 12 2027 (coincident with loan maturity).

• Related‑Party Considerations

• Director T. Lynn Bryant is a principal of the Lender, making the loan and warrant issuance a related‑party transaction under MI 61‑101.

• Company relied on exemptions from formal valuation and minority shareholder approval because the transaction value does not exceed 25% of market capitalization.

• Regulatory

• Both the warrant amendment and the loan/warrant issuance are pending TSXV acceptance.

Notable Quotes

(No direct quotes were provided in the release.)