Petro-Victory Energy has signed a definitive association agreement with Azevedo & Travassos Energia (ATE) to transfer certain assets in Brazil’s Potiguar Basin.

Under the agreement, these assets will be moved to a new subsidiary that will be integrated into ATE, which operates as a publicly listed oil and gas company in Brazil.

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In return, Petro-Victory will acquire 10.25% of ATE’s issued and outstanding share capital following the initial closing.

The assets involved in the deal include the Andorinha field concession and six exploration blocks in the Potiguar Basin, namely POT-T-566, POT-T-304, POT-T-327, POT-T-352, POT-T-436, and POT-T-474.

The transaction also covers an option to acquire a 50% interest in certain oil and gas properties currently subject to a separate acquisition process with Brava Energia, as previously disclosed last month.

The combined implied value for the transaction is estimated at approximately $5.6m, based on current market valuations and foreign exchange rates. It incorporates both the fair market value of the equity stake and the assumption or settlement of certain liabilities and contractual obligations by ATE.

The transaction will proceed in stages. Petro-Victory will place the identified assets in a new subsidiary at initial closing, after which it will receive its equity stake in ATE.

Legal transfer of concession rights will follow as relevant regulatory and corporate approvals are obtained from authorities including Brazil’s National Agency of Petroleum, Natural Gas and Biofuels (ANP) and, if required, the TSX Venture Exchange in Canada.

The companies target completion by the second quarter of 2026, pending all required approvals. Petro-Victory will maintain ownership of other assets not included in the transaction.

These comprise its full interest in the São João field operated with Eneva and partnership interests with BlueOak Investments in Capixaba Energia. The company also holds production concessions for the Alto Alegre and Trapiá fields, as well as full control over 28 other exploration blocks within the Potiguar Basin.

Earlier this month, Petro-Victory commenced drilling operations at the SJ-12 well in the São João Field, located in the Barreirinhas Basin, Maranhão, Brazil.