Petrox Resources Corp. Announces Cooperation Agreement with PCC Digital and Bennu Holdings

Calgary, Alberta–(Newsfile Corp. – August 28, 2026) – Petrox Resources Corp. (TSXV: PTC) (“Petrox” or the “Company“) announces that it has entered into an assignment, novation and assumption agreement dated August 27, 2026 (the “Assignment Agreement“) with certain arms length unrelated parties (collectively, the “Assignors“), PCC Digital ULC (“PCC“) and Bennu Holdings, LLC (“Bennu“), pursuant to which Petrox will acquire all of the Assignors’ rights, interests and obligations under a Power Generation Development and Cooperation Agreement made effective July 16, 2026 among the Assignors, PCC and Bennu (the “Cooperation Agreement“).

Pursuant to the Co-operation Agreement, each party contributes complementary expertise: Petrox provides oil and gas knowledge and operational support; PCC serves as the lead power generation developer, supplying power-generation development, deployment, knowledge and operational support; and Bennu assesses each site for suitability as a future data centre and leverages its industry relationships to identify and introduce prospective data centre tenants.

The Company’s oil and natural gas operations in Saskatchewan continue to be its principal business but the Cooperation Agreement supports one element of Petrox’s previously announced broader “cash-flow-first” strategy: using its existing industry knowledge and assets to evaluate opportunities to monetize stranded and otherwise-flared natural gas through on-site power generation. Each project Petrox is now looking to acquire or develop can be assessed based on the economics around finding the highest and best use for gas it is able to supply. In addition, through Petrox’s extensive experience in oil and gas, new opportunities are opened up for PCC and Bennu.

What Petrox is Acquiring

Under the Assignment Agreement and pursuant to the transactions thereunder (the “Transaction“) Petrox will acquire from the Assignors, and will be substituted for the Assignors as a party to the Cooperation Agreement:

• a secured loan receivable from PCC in the principal amount of US$250,000 (the “PCC Loan“), together with the benefit of the related security; and
• the Assignors’ remaining contractual rights under the Cooperation Agreement, including the entitlement to a share of the net cash flow of the New Sites (as defined below) described under “Cash Flow Sharing” below, and rights of first refusal in respect of certain future power generation projects.

The PCC Loan was advanced in full by the Assignors prior to the date of the Assignment Agreement. It bears interest at 12% per annum commencing six months after each advance, matures on July 16, 2027, and is secured by a first-ranking security interest, registered under the Personal Property Security Act (Alberta) over power generation and mining equipment belonging to PCC deployed or otherwise used on or in connection with the New Sites.

The “New Sites” are the sites initially comprising the Nipisi and Grande Prairie area projects in Alberta, and including any site to which equipment is to be relocated under the Cooperation Agreement and that are funded in whole or in part with the proceeds of the PCC Loan.

Cash Flow Sharing

Until the PCC Loan and all other secured obligations have been repaid in full, PCC’s entire corporate net cash flow – including net cash flow from its existing operations – is to be applied 70% to Petrox, in reduction of the amounts owing under the PCC Loan, and 30% to PCC.

Following repayment in full of the PCC Loan, Petrox will be entitled to 30% of the net cash flow generated by the New Sites only, and PCC will be entitled to the balance. That entitlement continues for the operating life of the New Sites for so long as PCC equipment is used on those sites. Petrox’s entitlement following repayment does not extend to PCC’s central Alberta operations or to any of PCC’s other operations.

Consideration

As consideration for the assignment, and subject to TSXV acceptance, Petrox will:

• issue to the Assignors an aggregate of 3,000,000 common shares of Petrox (the “Assignment Shares”) at a deemed price of $0.19 per share, being an aggregate deemed value of $570,000; and
• issue to the Assignors unsecured promissory notes in the aggregate principal amount of $360,000, bearing interest at 12% per annum accruing from February 16, 2027 and maturing on July 16, 2027 (the “Notes“).

Each of the Assignors deals at arm’s length with the Company. None of the Assignors, PCC or Bennu is a related party of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) or a Non-Arm’s Length Party of the Company within the meaning of the policies of the TSXV, and no insider of the Company has any interest, direct or indirect, in the Assignors, PCC or Bennu. Accordingly, the Transaction is not a related party transaction and no formal valuation or minority approval is required under MI 61-101.

Obligations Assumed under the Cooperation Agreement

On closing, Petrox will assume the obligations of the funding party under the Cooperation Agreement, including the obligation to issue, subject to TSXV acceptance:

• 1,000,000 common shares of Petrox to PCC (the “Consideration Shares“) at a deemed price of $0.19 per share, in consideration of the ongoing grant of the net cash flow interest in the New Sites described above; and
• 1,000,000 common share purchase warrants to Bennu (the “Consideration Warrants“), each exercisable to acquire one common share of Petrox at an exercise price of $0.19 for a period of two years from the date of issuance, in consideration of Bennu’s site assessment and tenant introduction services.

Petrox has no obligation under the Cooperation Agreement to advance further funds, the loan described below having been advanced in full by the Assignors prior to the date of the Assignment Agreement.

Finder’s Fee

In connection with the Transaction, and subject to TSXV acceptance, the Company intends to issue 100,000 common shares (the “Finder Shares“) at a deemed price of $0.19 per share, being an aggregate value of $19,000, to an arm’s length finder who introduced the counterparties to the Company.

Hold Periods and Approvals

The Assignment Shares, the Consideration Shares, the Consideration Warrants, the Finder Shares and any common shares issued on exercise of the Consideration Warrants will be subject to a statutory hold period of four months and one day from the date of issuance, together with any additional resale restrictions imposed by the TSXV.

The Transaction, including the issuance of the Assignment Shares, the Notes, the Consideration Shares, the Consideration Warrants and the Finder Shares, remains subject to the acceptance of the TSXV and to compliance with applicable securities laws. Closing is expected to occur on the third business day following TSXV acceptance, subject to satisfaction of the other conditions in the Assignment Agreement.

Grant of Stock Options

The Company further announces that its board of directors has approved the grant of an aggregate of 600,000 incentive stock options (the “Options”) to certain directors, officers, employees and consultants of the Company under the Company’s stock option plan. Each Option is exercisable to acquire one common share at an exercise price of $0.19 per share for a period of two years from the date of grant, subject to the terms of the Company’s stock option plan, applicable securities laws and the acceptance of the TSXV.

Shares for Debt

The Company also announces that, subject to the acceptance of the TSXV it intends to settle an aggregate of $80,000 of outstanding indebtedness owing to certain directors and officers of the Company in respect of accrued and unpaid directors’ and management fees (the “Debt“), through the issuance of an aggregate of 533,332 common shares of the Company (the “Debt Shares“) at a deemed price of $0.15 per share (the “Shares for Debt Transaction“).

The Company has cash on hand, but that cash is committed to its ongoing oil and natural gas operations and general working capital requirements. The Company has determined to settle the Debt in common shares in order to preserve its cash resources. No warrants or other securities will be issued in connection with the Shares for Debt Transaction.

The Debt Shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws, together with any additional resale restrictions imposed by the TSXV. The Shares for Debt Transaction will not result in the creation of a new Control Person of the Company. The Shares for Debt Transaction is subject to the acceptance of the TSXV and to compliance with applicable securities laws.

The participation of directors and officers of the Company in the Shares for Debt Transaction constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the Debt Shares to be issued to related parties, nor the fair market value of the consideration to be received from related parties, exceeds 25% of the Company’s market capitalization.

About PCC Digital ULC

PCC Digital ULC is based in Calgary, Alberta and specializes in power generation, deploying equipment across oil and gas sites in Alberta to capture stranded associated gas and flare gas, converting operational waste into reliable electricity. At peak deployment, PCC has remote power generation across multiple operational sites, initially monetized via cryptocurrency mining operations. Being technology-agnostic and focused on maximizing energy economics, PCC is currently advancing compute-integrated energy solutions, expanding beyond digital assets to harness stranded power for high-performance computing (HPC) and artificial intelligence (AI) infrastructure.

About Bennu Holdings, LLC

Bennu Holdings, LLC, based in Overland Park, Kansas, is a consulting firm specializing in the engineering, construction and operation of mission-critical facilities, including data centres. The firm is led by an experienced and well-known industry expert who holds an architectural engineering degree from Kansas State University and professional engineering licences in more than ten states. He also served as Director of Construction for for multiple major hyperscale data center companies where he oversaw all construction and retrofit work across the active data center portfolio in the America’s Region. Bennu’s involvement provides Petrox with specialized site-assessment capability and access to an extensive network of prospective data-centre and technology-sector tenants.

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 Company’s principal business is the acquisition, exploration, development and production of petroleum and natural gas in Canada.

Management Commentary

“This is a financial interest in projects operated by an experienced counterparty, acquired on terms we think are sensible for a company considering its strategy to make the highest and best use of each oil and gas site,” said Edwin Tam, President and Chief Executive Officer of Petrox. “Our oil and gas operations remain our principal business and our focus and the ability to change the economics of a project with the right expertise is key to future success.

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. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the securities described in this news release in any jurisdiction in which such offer, solicitation or sale would be unlawful. “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 completion of the Transaction and the Private Placement; the receipt of TSXV acceptance and all other required regulatory and third-party approvals; the anticipated timing of closing; the issuance and terms of the Assignment Shares, the Notes, the Consideration Shares, the Consideration Warrants, the Finder Shares, the Options and the Debt Shares; the size, pricing, completion and use of proceeds of the Private Placement; the development and operation of the New Sites; the generation and sharing of net cash flow; the ability of PCC to repay the PCC Loan; the sufficiency of the security granted in respect of the PCC Loan; the Company’s ability to repay the Notes at maturity; and the continuation of the Company’s oil and natural gas operations.

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 receipt of TSXV and other regulatory acceptances on a timely basis; the ability of the parties to satisfy the conditions of, and perform their respective obligations under, the Assignment Agreement and the Cooperation Agreement; the ability of the Company to complete the Private Placement on the terms and in the amount contemplated; the availability and economics of natural gas at the New Sites; commodity, power, hash price and digital asset prices; the suitability and permitting of sites; the performance and availability of equipment; the ability of PCC to develop and operate the power generation equipment; the ability of Bennu to identify and introduce prospective data centre tenants; the stability of the regulatory environment for cryptocurrency mining and data centre development in Alberta; 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: the failure to obtain required regulatory, TSXV or third-party approvals; the failure to complete the Transaction or the Private Placement on the terms contemplated or at all; the risk that the TSXV may require changes to the structure, consideration or pricing of the Transaction as a condition of its acceptance; the Company’s ability to continue as a going concern, as disclosed in its financial statements; the Company’s limited working capital and its ability to repay the Notes at maturity; credit, counterparty and performance risk in respect of PCC; the risk that certain of the New Sites are not currently installed and may never be developed; the risk that the value of the collateral securing the PCC Loan may be insufficient; foreign exchange risk arising from the United States dollar denomination of the PCC Loan; the risk that no net cash flow is generated from the New Sites; risks relating to the development, permitting and operation of power generation and data centre infrastructure; the risk that suitable data centre tenants may not be identified or secured on acceptable terms; volatility in commodity, power, hash price and cryptocurrency prices; digital asset regulatory risk, including risks specific to Bitcoin mining; changes in flaring, emissions or other environmental regulation affecting the availability of feedstock gas; the diversion of management attention or capital from the Company’s oil and natural gas business; dilution arising from the issuance of the Assignment Shares, the Consideration Shares, the Consideration Warrants, the Finder Shares, the Options and the shares issued under the Private Placement; and the additional risk factors disclosed in the Company’s continuous disclosure filings 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.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312020