Investor Presentation June 2014 Forward-Looking and Cautionary - PowerPoint PPT Presentation

(OTCQX: VYEY) Investor Presentation June 2014

Forward-Looking and Cautionary Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Company based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimated,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “project,” or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Among these forward-looking statements are statements regarding EURs, estimated BOE, estimated future gross undiscounted cash flow and estimated drilling and completion costs. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including but not limited to, changes to drilling plans and schedules by the operators of prospects, overruns in costs of operations, hazards, delays, and any other difficulties related to drilling for and producing oil or gas, the price of oil, NGLs, and gas, results of marketing and sales of produced oil and gas, estimates made in evaluating reserves, competition, general economic conditions and the ability to manage and continue growth, and other factors described in the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and any updates to those risk factors set forth in the Company’s Quarterly Reports on Form 10-Q. Further information on such assumptions, risks and uncertainties is available in the Company’s other filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website at www.sec.gov, and on the Company’s website at www.vyey.com. Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. 2

Company Profile STOCK TICKER (OTCQX) 1 VYEY Share Price $0.35 Victory Energy Corporation Market Cap $9.6 M • High growth oil and gas E&P focused on Shares Outstanding 27.5 M creating shareholder value through the Shares Held By Insiders 6.5 M acquisition and development of assets Float 2 21.0 M in the World Class Permian Basin Operations Summary 3 • The company currently holds interests Proved Reserves (PV-10) $2.4 M in high profile plays such as the Cline, Proved Reserves (PV-0) $4.2 M Wolfcamp, Mississippian and Fusselman Current Liquidity 4 >$25 M • Victory is growing cash-flows through 2013 E&P Capex ~$2.0 M sustainable low-risk vertical well 2014 Estimated E&P Capex $30.0 M development Year-over-Year Growth Rates 5 • Founded in 2006 and headquartered in Mineral & Drilling Investments 81% Austin, Texas, with additional technical Proved Reserves (PV-10) 88% resources located in Midland, Texas Oil as a percentage of production 130% (1) As of 06/06/2014 Revenue from hydrocarbon sales 116% (2) Includes 14.1 M shares held in certificate (3) Proved reserves based on SEC case as of 1/1/2014 (4) Includes $25 million credit facility and cash on hand 3 (5) Based on 2013 10-K filed on March 28 th , 2014

Investor Highlights • Permian Basin (Texas), Resource Focus • Early stage rapid-growth company • Oil and liquid rich gas focus, growing reserves and cash flow • Experienced management team and world-class operators • Asset value upside (PUD) in the portfolio • $35M in Capex access through Texas Capital Bank credit facility and Aurora Energy Partners 4

Business Model • Low-risk vertical well development on existing and acquired properties. • Focus on well-known basins with break-even points below $55 per barrel of oil. 1 • Locate multi-well drilling opportunities that provide three or more years of drilling inventory. • Focus acquisitions on lower risk development opportunities that offer significant seismic and analogous well data support. • Targets predictable resource plays with favorable operating environments, consistent reservoir quality across multiple horizons, long-lived reserve characteristics and high drilling success rates. • Permian vertical wells typically deliver greater than $2 M of proved reserve value for every $1 M of Capex spent to drill and complete a well. (“Capex multiple”). 2 • Return of investment capital occurs in 12-24 months. • Leverages both internal capabilities and key industry relationships to acquire non-operated, high-grade working interest positions in predictable, low-to-moderate risk oil and gas prospects. • Target 5%-25% working interest in Permian Basin, liquids rich oil and gas prospects • The operator must have an established track record and a team of management, geologists, engineers and service providers who have worked together on similar plays. • The operator must have a significant portion of the risked working interest. • Through Texas Capital Bank credit facility and access to equity capital through Aurora Energy Partners, the Company has access to $35M in investment capital. (1) 2013 Standard & Poor’s Report (2) Based on independent third party reserve reports and 2013 and Q1 2014 sales 5

Established Capital Sources for Sustained Growth • Financial relationship established in October 2011 • Members include sophisticated investors & boutique private equity AURORA ENERGY • $10 M private placement now underway (Navitus Partners) PARTNERS • Issue of VYEY warrants with each investment provides additional (50/50 owned by Victory and Navitus) capital at a later date • Investors are represented on the Victory board of directors • Midland banking relationship established in February 2014 • Agreement provides for $25 M credit facility for operations and acquisitions BANKING AND OTHER • Allows Victory to acquire capital as needed and when deployable RELATIONSHIPS • Additional relationships will be developed as needed, which could include a future VYEY institutional private equity round • Institutional round provides basis for moving to a larger exchange 6

2014 Strategic Financial Deliverables • Deploy $30 M of capital towards E&P development and acquisitions • Create more than $60 M in proved reserves INCREASE • Target longer-life, quality prospects with improved PUD opportunity RESERVES • Expand strategic relationships and geographical reach • Focus on Permian Basin wells with 75% or better liquid profile • Reduce F&D costs; shift investment mix to include higher working interest projects with upside potential; focus more on oil and liquids rich gas IMPROVE • Continue to drive down G&A expenses as a percent of revenue RETURNS • Achieve higher annual production rates • Maintain optimal balance of oil vs. liquids rich gas production • Disciplined use of acquisition capital as needed and when deployable MANAGE • Short-term c apital deployment focused on growing cash-flow BALANCE • Secondary capital deployment focused on upside development SHEET • Leverage and balance private capital, equity and debt to provide additional development funds into 2015 7

2013 Success Validates Capex Model Proved Reserves (PV-10) 1 Mineral & Drilling Investments $3,000,000 $2,500,000 $2,278,032 $2,422,100 $2,500,000 $2,000,000 First Permian Acquisition in March 2012. Spud January 2013. $2,000,000 $1,745,320 $1,500,000 $1,212,899 $1,500,000 $2,196,482 $1,083,520 $1,000,000 $537,841 $981,080 $589,395 $1,000,000 $500,000 $25,000 $488,136 $675,058 $500,000 $81,550 $101,259 $25,000 $- $- 2010 2011 2012 2013 2010 2011 2012 2013 Land/Minerals Wells Net Proved (BOE) 300,000 2011-2013 2012 vs 2013 248,250 Growth Rates CAGR Annual 250,000 200,000 137,530  Net Proved Reserves 42% 81% 123,180 150,000 118,280  Proved Reserves (PV-10) 50% 39% 100,000  Mineral & Drilling Investment 87% 88% 50,000 - 2010 2011 2012 2013 (1) Proved reserves based on SEC case as of 1/1/2014 8

2013 Permian Oil Focus is Accelerating Results % Revenue from Oil Oil & Gas Revenue 41.4% 45.0% $800,000 $735,413 40.0% $700,000 35.0% $600,000 $491,558 30.0% $500,000 25.0% 18.0% $400,000 $326,384 $305,180 20.0% $300,000 15.0% $200,000 6.5% 10.0% $100,000 5.0% 0.0% 0.0% $- 2010 2011 2012 2013 2010 2011 2012 2013 2011-2013 2012 vs 2013 Growth Rates CAGR Annual Oil as a percentage of production N/A 130%  Revenue from hydrocarbon sales 55% 125%  9