Petrox Announces Completion of Debenture Private Placement

Calgary, Alberta--(Newsfile Corp. - November 25, 2025) - Petrox Resources Corp. (TSXV: PTC) (the "Corporation" or "Petrox") is pleased to announce the completion of its offering (the "Offering") of convertible debentures ("Debentures") previously announced on October 6, 2025 and November 18, 2025, resulting in the issuance of Debentures having an aggregate principal amount of $400,000.

The Debentures shall mature one year from the date of issue and shall bear no interest. The Corporation may prepay the indebtedness under the Debentures at any time upon 30 days prior written notice, without penalty.

The Corporation intends to complete a consolidation of the common shares of its share capital (the "Common Shares") on 10:1 basis (the "Consolidation"). Upon completion of the Consolidation, the principal of the Debentures will automatically convert into Common Shares at a conversion price of $0.05 per share, resulting in the issuance of 8,000,000 Common Shares.

In consideration for their assistance in finding subscribers under the Offering, the Corporation paid to Leede Financial Inc. cash commissions of $3,500.00, to Haywood Securities Inc. cash commissions of $2,275.00, to EMD Financial Inc. cash commissions of $17,925.00, and issued to EMD Financial Inc. compensation warrants entitling EMD Financial Inc. to purchase up to 404,000 Common Shares, as such Common Shares exist after completion of the Consolidation, each such compensation warrant exercisable into one Common Share at a price of $0.05 per share from the date of the Consolidation to November 24, 2027.

The Debentures, compensation warrants and the Common Shares issuable upon the conversion of the Debentures and compensation warrants are subject to a four month hold period.

100% of the net proceeds are expected to be used for working capital and towards the funding on future acquisitions. Although the Corporation intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

Related Party Transaction

Alan Chan, Gerry Peacock and David Patterson, all of whom are directors of the Corporation, participated in the Private Placement. The Private Placement was therefore a "Related Party Transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation relied upon the exemptions from the minority shareholder approval and valuation requirements set out in Sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The Private Placement, including the subscriptions of Messrs. Chan, Peacock and Patterson, was approved unanimously by the directors of the Corporation by resolution.

A material change report regarding the Private Placement was not filed 21 days before the completion of the Private Placement as 21 days prior to the completion of the Private Placement, completion of the Private Placement was uncertain and therefore did not at that time constitute a material change.

About Petrox

Petrox is a publicly traded Canadian junior oil and gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian Basin. Petrox currently has a production property in Fletwode, Saskatchewan that produces approximately 15 bbls/d.

The Common Shares of Petrox are listed and posted for trading on the TSX Venture Exchange under the trading symbol, "PTC".

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the commencement, timing and scope of the clinical trial program outlined above and that it will be conducted as expected. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include but are not limited to: operational matters, historical trends, current conditions and expected future developments, access to financing as well as other considerations that are believed to be appropriate in the circumstances. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275922