Petro-Victory Energy has signed a binding memorandum of understanding with a publicly traded Brazilian energy company, Azevedo & Travassos Energia (ATE). It will be acquired by ATE, forming a consolidated entity.

The merger is aimed at increasing shareholder value through strategic growth and asset diversification.

ATE will undertake a capital increase through a private placement of 205.48 million units at 0.73 reais ($0.134) per unit, amounting to 150m reais ($27m).

The capital increase is a precursor to ATE's acquisition of Petro-Victory, which will see the latter's shareholders become part of ATE.

Certain Petro-Victory shareholders will then convert their claims into new common shares.

ATE will acquire 100% of Petro-Victory's issued and outstanding shares, issuing 266 million ATE shares to Petro-Victory's shareholders at 0.73 reais per share.

Shareholders will receive a 10% gross overriding royalty on new production from existing and future fields, excluding certain reservoirs partnered with Eneva.

ATE will also assume Petro-Victory's outstanding debt, with the transaction's enterprise value estimated at $39.5m, inclusive of net debt and before any valuation for contingent payments.

The share consideration offers a premium to Petro-Victory's shareholders based on the closing price as of 2 July 2025.

The transaction is subject to customary conditions, including the completion of the capital increase by 12 July 2025 with a possible thirty-day extension, and the negotiation of a definitive agreement within 120 days post-capital increase.

The agreement will necessitate corporate and governmental approvals, third-party consents and comprehensive audits by both parties.

Both companies will conduct due diligence and expect to negotiate and sign a definitive agreement within 120 days of the capital increase.

The transaction, classified as a reviewable disposition by TSXV standards, requires approval from Petro-Victory's shareholders and the TSXV.

If completed, Petro-Victory will apply to delist from the TSXV as it will no longer meet the listing requirements post-acquisition.

In April 2025, Petro-Victory Energy completed the acquisition of Capixaba Energia in partnership with BlueOak Investments, strengthening its position in Brazil’s onshore energy sector.