Petro-Victory Energy Corp. Announces Corporate Update

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DALLAS, Aug. 31, 2026 /CNW/ - Petro-Victory Energy Corp. (TSX-V: VRY) ("Petro-Victory" or the "Company") announces that during the annual general and special meeting of shareholders held on August 6, 2026, the disinterested shareholders have together with the board of directors approved the provisions which included the repricing of the exercise price of an aggregate of 3,174,342 outstanding incentive stock options (the "Stock Options") to purchase common shares of the Company (the "Common Shares") to certain insiders of the Company (the "Insiders"). The amended Stock Options have a weighted average exercise price of C$2.00 per Common Share which was amended to C$0.55 per Common Share. In addition, the disinterested shareholders and the board of directors have approved the cancellation of 1,824,620 Stock Options issued to certain Insiders and issuance of 236,053 restricted share units (the "RSUs") to those Insiders.

Under TSXV Policy 4.4 – Security Based Compensation, the repricing of the Stock Options and issuance of the RSUs are subject to the approval of the TSX Venture Exchange ("TSXV") and required the approval of disinterested shareholders of the Company with respect to the Stock Options held by and RSUs issued to the Insiders. Accordingly, the Company received disinterested shareholder approval at its annual general and special meeting of shareholders held on August 6, 2026 (the "Meeting").

At the Meeting, shareholders also approved a shares for debt transaction that will reduce the indebtedness owed to certain directors and officers of the Company in the aggregate amount of up to US$2,027,618.28 (C$2,816,136.50 based on CAD to USD exchange rate of 0.72) in exchange for common shares at a price of C$0.68 per share (the "Shares for Debt Transaction"). The Company intends to close the Shares for Debt Transaction on or about September 30, 2026 and the completion of the Shares for Debt Transaction remains subject to TSXV acceptance.

The Company also announces that shareholders of the Company approved at the Meeting the adoption of the Company's new omnibus equity compensation plan (the "Omnibus Plan"). The Omnibus Plan replaces the Company's existing stock option plan. 

Please refer to the management information circular of the Company dated June 30, 2026, which is accessible on SEDAR+ (www.sedarplus.ca), for more information regarding the repricing of the Stock Options, the issuance of the RSUs, the Shares for Debt Transaction and for a summary of the Omnibus Plan.

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 31 concession contracts with 210,583 acres, net to Petro-Victory, plus an additional 4 concessions and 11,413 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 TSXV 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 repricing of Stock Options and issuance of RSUs to Insiders and the completion of the Shares for Debt Transaction and TSXV acceptance thereof. These forward-looking statements are based on certain key assumptions regarding, among other things, the receipt of TSXV approval for the repricing of Stock Options, issuance of RSUs to Insiders and the Shares for Debt Transaction. 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, including the risk of not receiving TSXV acceptance. These and other risks are set out in more detail in the Company's Annual Information Form for the year ended December 31, 2025, available on SEDAR+ at sedarplus.ca.

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.

For further information: Petro-Victory Energy Corp., Richard F. Gonzalez, CEO 214-971-2647; Daniel R. Wray, CFO 214-971-2647