H2 Energy Group Inc. entered into a letter of intent to acquire Victory Oilfield Tech, Inc. (OTCPK:VYEY) in a reverse merger transaction on October 4, 2022. H2 Energy Group Inc. entered into an agreement and plan of merger to acquire Victory Oilfield Tech, Inc. for approximately $120 million in a reverse merger transaction on July 25, 2023. Each share of H2EG Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in this Agreement, will be cancelled and extinguished and be converted automatically into the right to receive shares of Victory Common Stock, after which the H2EG Stockholders will own, in the aggregate, 70% of the issued and outstanding Victory Common Stock on a fully-diluted basis, Victory Stockholders will own, in the aggregate, 15% of the issued and outstanding Victory Common Stock on a fully-diluted basis, and investors in the Financing will own, in the aggregate, 15% of the issued and outstanding Victory Common Stock on a fully-diluted basis. Each share of H2EG?s Capital Stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right to receive 418,822,708 shares of Victory?s Common Stock. The H2EG Stockholders will own 81% of Victory?s issued and outstanding Common Stock immediately upon Closing.

The Merger Agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations and consents; receipt third party consents; execution of Lock-Up agreements, execution of employment agreement with Kevin DeLeon and delivery of all opinions and documents required for the transfer of the equity interests of VYEY to H2EG?s shareholders. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2023, subject to customary closing conditions.