SOURCE: Victory Energy Corporation

February 09, 2007 19:00 ET

Victory Energy Announces Debt Conversion

LOS ANGELES, CA -- (MARKET WIRE) -- February 9, 2007 -- Victory Energy Corporation (OTCBB: VYEY) The Board of Directors announces today the decision to reduce a portion of the company's outstanding long-term liabilities.

In a meeting duly held by the Board, the decision was made to convert a portion of the accumulated outstanding debt on the books of the Company, made up of earned and unpaid compensation due to the company's President. The conversion of the debt into restricted common stock of the Corporation allows for the reduction in excess of eight hundred thousand dollars from the balance sheet of the company.

Victory Energy President, Mr. Jon Fullenkamp, abstained from the vote of the board of Directors due to conflict of interest concerns regarding the nature of this non-arms length transaction. The outstanding debt is due and payable to Mr. Fullenkamp for previously earned, unpaid compensation. The common shares of the company will be restricted pursuant to rule 144 and as such will be unavailable for any re-sale for twelve months and subject to rule 144 sales rules thereafter.

Additional terms of the debt conversion allow for the grant of a purchase option in favor of the company to repurchase the debt shares for up to a six-month period at the same share price as the conversion rate when issued. Additional terms call for the company to re-purchase the issued debt shares between months six and twelve for the issued share price plus a twenty-five percent premium.

The Board has determined this to be an important step in reducing the liabilities of the company, allowing the company's management to further seek out and establish negotiations with potential financing partners.

The company announces the engagement of the Matrix Group as investor relations contact. All investor enquiries are to be directed to 1-866-369-4167.

About Victory Energy Corporation: ( is a publicly traded, developmental stage petroleum company primarily dedicated to energy-related opportunities. The Company goal is to evaluate profitable options, develop a solid foundation through leadership and sound business acumen, and acquire producing wells as well as other potentially profitable prospects within the Oil & Gas Industry.

Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. The Company's filings may be accessed at the SEC's EDGAR system at Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements.

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