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

Petrox Resources Corp. (TSXV: PTC) 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...