Calgary, Alberta--(Newsfile Corp. - August 31, 2026) - Petrox Resources Corp. (TSXV: PTC) ("Petrox" or the "Company") announces that it has entered into a non-binding term sheet dated August 28, 2026 (the "Term Sheet") with International Energy (HK) Group Limited ("IEHK"), a company incorporated in Hong Kong, in respect of the supply of natural gas from oil and natural gas properties in Alberta and Saskatchewan to gas-fired power generation equipment to be supplied, owned and operated by IEHK at those sites. Electricity generated by that equipment is intended to be used by IEHK on site to power computing and digital asset mining equipment owned and operated by IEHK.

Role of the Company

The Company's role under the arrangements contemplated by the Term Sheet is that of the oil and natural gas party. The Company would originate, evaluate and negotiate sites; own or operate the oil and natural gas properties at which the equipment is located; hold or arrange the well, facility and pipeline licences required for its own wells, facilities and pipelines; obtain the site-level regulatory and government approvals and licensing for those wells, facilities and pipelines; supply natural gas at a single delivery point at each site; and conduct the landowner, community and Indigenous consultation associated with its own licensed operations.

Role of the IEHK

IEHK will supply, fund, own, install and operate any power generation equipment, computing equipment or digital asset mining equipment. Any power plant approval would be applied for, obtained and held by IEHK as owner and operator of the equipment, with the Company providing reasonable cooperation at no cost. All equipment, certification, testing, installation, downstream piping, conditioning, operating, maintenance and insurance costs in respect of the equipment would be for the account of IEHK.

Company's Corporate Strategy

The principal business of the Company would continue to be the acquisition, exploration, development and production of petroleum and natural gas in Canada. The arrangements contemplated by the Term Sheet are intended to monetize stranded, shut-in, trapped and otherwise underutilized natural gas from that business, and form one element of the Company's previously announced cash-flow-first strategy. The Company would receive revenue in two forms, being the sale of natural gas from properties the Company owns or operates and a fee calculated by reference to electricity generated, each as described below. Where natural gas is sourced from a third party, IEHK would purchase that gas from and pay that third party directly, and the Company would receive the generation fee only in respect of that site. Any definitive agreement will be subject to the acceptance of the TSX Venture Exchange (the "TSXV").

Principal Commercial Terms

The principal commercial terms contemplated by the Term Sheet are as follows.

• Natural gas. IEHK would purchase and pay for natural gas separately from, and in addition to, the fee described below. For gas from properties the Company owns or operates that are connected to a pipeline, the price would be the AECO/NIT monthly index price for the applicable month. Where the gas is stranded, trapped, shut-in or otherwise underutilized, the price would be agreed for that site and may be less than the index price. Gas sourced from a third party would be purchased by IEHK at a price negotiated with that third party, which may range from nil to the AECO/NIT index price. IEHK may accept or reject any site for its use in its sole discretion, and no minimum volume of gas sales by the Company is guaranteed.

• Generation fee. For each site, the Company would be paid the qualified power generation at that site multiplied by US$0.01 per kWh. Qualified power generation means gross kWh measured at the generator output terminals, including station service and excluding kWh generated during commissioning.

• Sites, term and reporting. Sites would be identified in a schedule to the definitive agreements, and neither party would be obliged to proceed in respect of a site before signing the applicable site-specific definitive agreement.

• Initial phase. The initial phase contemplated by the Term Sheet consists of testing and deployment of 1 MW, 3 MW and 7 MW of generation capacity. Following a successful initial phase, the parties will work together to expand capacity.

• Costs and liability. Each party bears its own negotiation and diligence costs. The Company would bear the costs of obtaining and maintaining its gas, sites, upstream assets and related approvals, and IEHK would bear all costs within the equipment scope.

Binding Provisions

The Term Sheet is not legally binding except for customary binding provisions regarding exclusivity, confidentiality, announcements, costs, governing law and disputes, and language, together with a non-circumvention covenant in favour of the Company, described below.

The parties have agreed to deal exclusively for ninety days in respect of certain specifically identified sites, with that period running from the date the Company delivers a complete data room in respect of those sites. Exclusivity ends immediately if the Company fails to provide complete data on time, if the Company ceases good faith negotiations, or if a site fails IEHK's due diligence.

Under the non-circumvention covenant, for two years from the date on which each well, facility, site, licensee, operator, landowner or gas supplier is first disclosed to it by the Company, IEHK may not directly or indirectly approach, negotiate with or transact in respect of that party or site except through the Company.

Conditions and Expiry

Advancement of the transactions contemplated by the Term Sheet is subject to mutual conditions precedent, including entity and sanctions checks and satisfactory technical, legal, financial, tax and environmental diligence by each party.

If definitive agreements are not executed within ninety days after the date of the Term Sheet, the Term Sheet automatically expires except for the binding provisions and accrued rights (including the non-circumvention covenant described above), unless extended in writing.

The commencement of activity at any site is subject to the negotiation and execution of definitive agreements, the satisfaction of the conditions described above and the acceptance of the TSXV. There is no assurance that definitive agreements will be entered into, that any site will be developed, or that any electricity will be generated or any revenue received by the Company.

Subscription Right for Shares of the Company

The Term Sheet contemplates that, following completion of the initial pilot phase and the execution of definitive agreements, IEHK would have a standing right, exercisable from time to time on ten business days' notice, to subscribe for common shares of the Company. The Subscription Right is limited such that no subscription may result in IEHK becoming a Control Person of the Company (within the meaning of the policies of the TSXV), and IEHK will not at any time hold more than 19.99% of the issued and outstanding common shares. Any such issuance will be conducted in compliance with the policies of the TSXV and applicable securities laws, including without limitation that the price per share for each placement will be the Market Price (as defined in the policies of the TSXV) at the date the subscription is announced by press release.

The subscription right does not oblige the Company to complete any financing, does not restrict the Company from issuing securities and does not fetter the discretion of the board of directors. No securities have been issued and none are issuable under the Term Sheet. The right would be superseded by the definitive agreements, and would terminate on a merger, arrangement, take-over bid or sale of all or substantially all of the assets of the Company.

Arm's Length Status

IEHK deals at arm's length with the Company and is not a Non-Arm's Length Party of the Company within the meaning of the policies of the TSXV or a related party of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. No insider of the Company has any interest, direct or indirect, in IEHK. No finder's fee is payable in connection with the Term Sheet, although a finder's fee may be payable on the closing of the transaction.

About International Energy (HK) Group Limited

International Energy (HK) Group Limited is a Hong Kong company engaged in modular gas-fired power generation and on-site computing infrastructure, with a focus on the utilization of associated, remote and otherwise stranded natural gas.

IEHK supplies, owns and operates all generation, computing and digital asset mining equipment deployed under the arrangements contemplated by the Term Sheet, and funds all associated capital and operating costs.

About Petrox Resources Corp.

Petrox Resources Corp. is a Calgary-based junior oil and natural gas company whose common shares are listed and posted for trading on the TSX Venture Exchange under the symbol "PTC". The principal business of the Company is the acquisition, exploration, development and production of petroleum and natural gas in Canada.

Management Commentary

"We are excited to work with IEHK. Our oil and gas experience and access to oil and gas projects, together with the equipment and operating capability of IEHK and its desire to work with Petrox in Alberta and Saskatchewan on the rollout of its business plan, make this a win-win for both parties," said Edwin Tam, President and Chief Executive Officer of Petrox. "Petrox is the oil and gas party. We may supply gas or choose to joint venture with other parties, and our counterparty pays for and owns everything on the power and computing side. Through this arrangement, Petrox is able to monetize gas that would otherwise be stranded or shut in, at no capital cost to us. This goes hand in hand with our previously announced cooperation agreement with PCC Digital UCL and Bennu Holdings LLC."

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.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities described in this news release 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 in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "plans", "will" and "may", or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved.

Forward-looking statements in this news release include, but are not limited to, statements regarding: the negotiation and execution of definitive agreements; the identification, acceptance and development of sites; the deployment, testing and certification of generation equipment; the supply of natural gas and the volumes, quality and term of that supply; the receipt of TSXV acceptance and all other required regulatory, Indigenous consultation and third party approvals; the generation of electricity and the calculation, invoicing and payment of amounts payable to the Company; the possible exercise of the subscription right by IEHK; the development of capacity beyond the initial phase; and the continuation of the oil and natural gas operations of the Company as its principal business.

Forward-looking statements are based on assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, including assumptions regarding: the ability of the parties to negotiate and execute definitive agreements within the time contemplated by the Term Sheet; the satisfaction of the conditions precedent described above; the receipt of TSXV and other regulatory acceptances on a timely basis; the availability, volume, deliverability and composition of natural gas at the sites; the ability of IEHK to fund, supply, certify, install and operate the equipment; the ability of IEHK to obtain and hold the power plant approvals or exemptions required in respect of the equipment; the creditworthiness and performance of IEHK; commodity, power, hash price and digital asset prices; the stability of the regulatory environment in Alberta and Saskatchewan for natural gas utilization, on-site power generation, digital asset mining and data centre development; and the absence of material adverse changes in the oil and natural gas industry or in financial markets.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including, without limitation: that the Term Sheet is non-binding except as to the binding provisions described above and may expire without definitive agreements being executed; the failure to obtain required regulatory, TSXV or third party approvals; the risk that the TSXV may apply its policies to the arrangements in a manner different from that anticipated by the Company, including under TSXV Policy 5.2 - Changes of Business and Reverse Takeovers, or may require changes to the structure or terms of the arrangements as a condition of its acceptance; the risk that no site is accepted or developed; natural reservoir decline and the risk that gas volumes are insufficient to support generation at a site; the risk that equipment is not certifiable or does not perform in the province of deployment; credit, counterparty, sanctions and performance risk in respect of IEHK, including risks arising from its jurisdiction of incorporation and ownership; the fact that revenue payable to the Company depends on electricity generated by equipment that the Company does not own, control or operate; foreign exchange risk arising from the United States dollar denomination of the generation fee; volatility in commodity, power, hash price and digital asset prices and the effect of that volatility on the ability of IEHK to perform; changes in flaring, venting, emissions, electricity or other regulation affecting the availability or utilization of feedstock gas; the risk that any subscription for common shares by IEHK is not accepted by the TSXV or is subject to review or restriction under the Investment Canada Act or other applicable law; dilution arising from any issuance of common shares to IEHK; the risk that the Company is required to bear relocation, removal, restoration and unamortized capital compensation costs where a relocation or termination arises from a cause within its control; the restriction on the ability of the Company to develop data centre, colocation or AI compute projects at a site independently of IEHK; the diversion of management attention or capital from the oil and natural gas business of the Company; the ability of the Company to continue as a going concern, as disclosed in its financial statements; and the additional risk factors disclosed in the continuous disclosure filings of the Company available under its profile on SEDAR+ at www.sedarplus.ca.

Although the Company believes the assumptions underlying the forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements, which speak only as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312123

Source: Petrox Resources Corp.