1.

To approve an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to, among other things, (i) increase the number of authorized shares of the common stock, $0.001 par value per share, of the Company from 47,500,000 shares to 300,000,000 shares and increase the number of authorized shares of the preferred stock, $0.001 par value per share, of the Company from 2,500,000 shares to 10,000,000 shares; and (ii) implement a 1-for-38 reverse split of the Company’s outstanding common stock.

2.	To approve the divestiture of all of the Company’s partnership interests in Aurora Energy Partners, pursuant to the terms and conditions of a divestiture agreement, dated August 21, 2017, between the Company and Navitus Energy Group, as amended.

3.	To approve the Victory Energy Corporation 2017 Equity Incentive Plan.

4.	To elect seven (7) director nominees to the Company’s board of directors to serve until the next annual meeting of the Company’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.

5.	To approve the adjournment of the special meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposals described above.

1.

To approve an amendment and restatement of our Amended and Restated Articles of Incorporation to, among other things, (i) increase the number of authorized shares of our common stock, $0.001 par value per share, from 47,500,000 shares to 300,000,000 shares and increase the number of authorized shares of our preferred stock, $0.001 par value per share, from 2,500,000 shares to 10,000,000 shares; and (ii) implement a 1-for-38 reverse split of our outstanding common stock (the “Charter Proposal”).

2.	To approve the divestiture of all of our partnership interests in Aurora Energy Partners, a Texas general partnership (“Aurora”), pursuant to the terms and conditions of a divestiture agreement, dated August 21, 2017 (the “Divestiture Agreement”), between Navitus Energy Group (“Navitus”) and our company, as amended (the “Divestiture Proposal”).

3.	To approve the Victory Energy Corporation 2017 Equity Incentive Plan (the “Plan”).

4.	To elect seven (7) director nominees to our board of directors to serve until the next annual meeting of our stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.

5.	To approve the adjournment of the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the proposals described above (the “Adjournment Proposal”).

•	Internet. You can vote over the Internet by accessing the website at www.proxyvote.com, and following the instructions on the website. Internet voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Meeting. If you vote over the Internet, do not return your proxy card.

•

Telephone. If you hold shares directly in your own name and are the holder of record, you can vote by telephone by calling the toll-free number 800-690-6903 in the United States, Canada or Puerto Rico on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day until 11:59 p.m. Eastern Time on the day before the Meeting. If, however, you hold the shares through a broker and not in your own name, then follow the specific instructions included in your proxy materials, including the specific phone number to use to vote your shares by phone.

•	Mail. You can vote by mail by simply completing, signing, dating and mailing your proxy card in the postage-paid envelope included with this proxy statement.

•

In Person. You may come to the Meeting and cast your vote there. The Board recommends that you vote by proxy even if you plan to attend the Meeting. If your shares of common stock are held in a stock brokerage account or through a bank, broker or other nominee, or, in other words, in “street name”, and you wish to vote in person at the Meeting, you must bring a letter from your bank, broker or nominee identifying you as the beneficial owner of the shares and authorizing you to vote such shares at the Meeting.

•	sending a written notice to our Corporate Secretary, Kenneth Hill, stating that you would like to revoke your proxy of a particular date;

•	signing another proxy card with a later date and returning it before the polls close at the Meeting;

•	voting again at a later time, but prior to the date of the Meeting, via the Internet or telephone;

•	attending the Meeting and voting in person.

(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

(2)	Based on 31,220,326 shares of our common stock outstanding as of the Record Date.

(3)

Based on 180,000 shares of our Series C Preferred Stock outstanding as of the Record Date. Shares of Series C Preferred Stock are, upon the occurrence of certain events, convertible into shares of common stock on the basis of 198.501338888889 shares of common stock for each share of Series C Preferred Stock (subject to adjustment), which will be adjusted to a conversion ratio of 5.22371944444444 shares of common stock for each share of Series C Preferred Stock upon the effectiveness of a planned 1-for-38 reverse split of our outstanding common stock. Holders of Series C Preferred Stock vote with the holders of common stock on all matters on an as-converted to common stock basis.

(4)

Based on 20,000 shares of our Series D Preferred Stock outstanding as of the Record Date. Shares of Series D Preferred Stock are, upon the occurrence of certain events, convertible into shares of common stock on the basis of 475.40375 shares of common stock for each share of Series D Preferred Stock (subject to adjustment), which will be adjusted to a conversion ratio of 12.510625 shares of common stock for each share of Series D Preferred Stock upon the effectiveness of a planned 1-for-38 reverse split of our outstanding common stock. Holders of Series D Preferred Stock vote with the holders of common stock on all matters on an as-converted to common stock basis.

(5)	Percentage of Total Voting Stock represents total ownership with respect to all shares of our common stock, Series C Preferred Stock and Series D Preferred Stock, as a single class and on an as-converted to common stock basis.

(6)

Includes 1,053,020 shares of common stock, options for the purchase of 1,233,333 shares of common stock exercisable within 60 days, warrants for the purchase of 330,000 shares of common stock exercisable within 60 days and 2,518.87469776652 shares of Series C Preferred Stock held by Mrs. Hill, wife of Mr. Hill. Does not include options for the purchase of 7,000,000 shares of common stock which may vest more than 60 days after the Record Date.

(7)

Includes 1,489,850 shares of common stock, 48,589.0929199162 shares of Series C Preferred Stock and warrants for the purchase of 910,000 shares of common stock exercisable within 60 days held by Dr. Zamber; 2,468,138 shares of common stock owned by Visionary Investments, LLC, of which Dr. Zamber is sole member; 2,437,481 shares of common stock, 110,000.472149068 shares of Series C Preferred Stock and warrants for the purchase of 5,203,252 shares of common stock exercisable within 60 days owned by Visionary Private Equity Group I, LP, of which Dr. Zamber is senior managing director of its general partner, Visionary PE GP I, LLC; 105,860 shares of common stock and warrants for the purchase of 88,846 shares of common stock exercisable within 60 days owned by James Capital Consulting, LLC, of which Dr. Zamber is the managing member; and warrants for the purchase of 9,980,601 shares of common stock exercisable within 60 days owned by Navitus Energy Group, LP, of which James Capital Consulting, LLC is the managing partner.

(8)	Includes 441,434 shares of common stock and warrants for the purchase of 410,000 shares of common stock exercisable within 60 days.

(9)	Includes options for the purchase of 400,000 shares of common stock exercisable within 60 days.

(10)	Includes 735,020 shares of common stock and warrants for the purchase of 370,000 shares of common stock exercisable within 60 days owned by Mr. McCall, 145,233 shares of common stock owned by 1519 Partners LLC, of which Mr. McCall is the controlling partner, and 20,000 shares of Series D Preferred Stock held by McCall Law Firm, of which Mr. McCall is the managing partner.

(11)	Includes 874,986 shares of common stock and 18,891.5602332489 shares of Series C Preferred Stock held by Mr. Johnson.

•	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

•	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

•

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

•	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

•

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

•

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

•

•	appointing, evaluating and determining the compensation of our independent auditors;

•	establishing policies and procedures for the review and pre-approval by the audit committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor;

•	reviewing with our independent auditors any audit problems or difficulties and management’s response;

•	reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended;

•	discussing our financial statements with management and our independent auditors;

•	reviewing and discussing reports from the independent auditor on critical accounting policies and practices used by our company and alternative accounting treatments;

•	reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies;

•	reviewing and discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures;

•	meeting separately and periodically with management and our internal and independent auditors;

•	reviewing matters related to the corporate compliance activities of our company;

•	reviewing and approving our code of ethics, as it may be amended and updated from time to time, and reviewing reported violations of the code of ethics;

•	annually reviewing and reassessing the adequacy of our audit committee charter; and

•	such other matters that are specifically delegated to our audit committee by our board from time to time.

•	reviewing and approving objectives relevant to executive officer compensation;

•	evaluating performance and recommending to the board of directors the compensation, including any incentive compensation, of our Chief Executive Officer and other executive officers in accordance with such objectives;

•	reviewing and approving compensation packages for new executive officers and termination packages for executive officers;

•	recommending to the board of directors the compensation for our directors;

•	administering our equity compensation plans and other employee benefit plans;

•	reviewing periodic reports from management on matters relating to our personnel appointments and practices;

•	evaluating periodically the compensation committee charter;

•	such other matters that are specifically delegated to our compensation committee by our board from time to time.

(1)

These amounts shown represent the aggregate grant date fair value for stock awards, options and warrants granted to the named executive officers computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 7 – Stockholders’ Equity” to our audited financial statements for the fiscal year ended December 31, 2015 included in our annual report on Form 10-K for the year ended December 31, 2016.

•	On March 31, 2015, Mr. Hill was granted an award of 20,000 shares of our common stock which vested on the date of grant.

•	On August 28, 2015, Mr. Hill was granted an award of 340,000 shares of our common stock which vested on the date of grant.

•	On August 28, 2015, Mr. Hill was granted an option to purchase 375,000 shares of our common stock at an exercise price of $0.27, which was the fair market value as of the date of grant. The option vests in three equal installments on each anniversary of the date of grant and terminates on August 28, 2025.

•	On October 1, 2015, Mr. Hill was granted an award of 60,000 shares of our common stock which vested on the date of grant.

•	On December 31, 2015, Mr. Hill was granted an award of 60,000 shares of our common stock which vested on the date of grant.

•	We have incurred legal fees with McCall Law Firm. David McCall, our former director until August 21, 2017, is partner in McCall Law Firm. The fees are attributable to litigation involving our oil and natural gas operations in Texas. As of June 30, 2017 and December 31, 2016, the Company owed The McCall Firm $527,098, and $503,377, respectively.

•	On August 21, 2017, we entered into a settlement agreement and mutual release with McCall Law Firm, pursuant to which all obligations of our company to McCall Law Firm to repay indebtedness for borrowed money, which totaled approximately $380,323, was converted into 20,000 shares of our Series D Preferred Stock.

•	During the year ended December 31, 2016, the temporary capital advances totaling $130,000 had been made by Navitus. James Capital Consulting, LLC is the Managing Partner of Navitus and Dr. Ronald Zamber, the chairman of our board of directors, is the Managing Member of James Capital Consulting, LLC.

•

On August 21, 2017, we entered into the Divestiture Agreement with Navitus, pursuant to which we agreed to divest and transfer our 50% ownership interest in Aurora to Navitus, which currently owns the remaining 50% interest, and issue 166,549,134 shares of our common stock (or 4,382,872 shares following the planned 1-for-38 reverse stock split) to Navitus in consideration for a release from Navitus of all of our obligations under the second amended partnership agreement, dated October 1, 2011, between us and Navitus. See “Proposal No. 2 – Divestiture Proposal” for more information regarding the Divestiture Agreement.

•

On August 21, 2017, we entered into a settlement agreement and mutual release with Messrs. Ronald Zamber and Greg Johnson (affiliate of Navitus), pursuant to which all obligations of our company to Messrs. Zamber and Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800, was converted into 65,591.4971298402 shares of our Series C Preferred Stock, 46,699.9368965913 shares of which were issued to Dr. Zamber and 18,891.5602332489 shares of which were issued to Mr. Johnson.

•

On August 21, 2017, we entered into a settlement agreement and mutual release with Dr. Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, our Chief Executive Officer, pursuant to which all obligations of our company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000, was converted into 4,408.03072109141 shares of our Series C Preferred Stock, 1,889.1560233248900 shares of which were issued to Dr. Zamber and 2,518.8746977665200 shares of which were issued to Mrs. Hill.

•	During the six months ended June 30, 2017, temporary capital advances totaling $135,000 had been made by Visionary Private Equity Group I, LP (“VPEG”). Visionary PE GP I, LLC is the general partner of VPEG and Dr. Zamber is the Managing Director Visionary PE GP I, LLC.

•	On February 3, 2017, we completed a private placement, pursuant to which VPEG purchased a unit comprised of $320,000 principal amount of a 12% unsecured six-month promissory note and a common stock purchase warrant to purchase 5,203,252 shares of our common stock at an exercise price of $0.0923 per share.

•

On August 21, 2017, we entered into a settlement agreement and mutual release with VPEG, pursuant to which all obligations of our company to VPEG to repay indebtedness for borrowed money (other than the secured convertible original issue discount promissory note described below), which totaled approximately $873,409.64, was converted into 110,000.472149068 shares of our Series C Preferred Stock. Some of the obligations to VPEG arose pursuant to the private placement note described above. Pursuant to the settlement agreement and mutual release, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant.

•

On August 21, 2017, we entered into a loan agreement with VPEG, which was amended on October 11, 2017. Pursuant to the loan agreement, as amended, VPEG loaned $565,000 to our company. Such loan is evidenced by a secured convertible original issue discount promissory note issued by our company to VPEG on August 21, 2017 and amended on October 11, 2017. The note reflects an original issue discount of $56,500 such that the principal amount of the note is $621,500, notwithstanding the fact that the loan is in the amount of $565,000. The note does not bear any interest in addition to the original issue discount, provided that, upon the occurrence of an event of default, interest shall begin to accrue at a rate equal to the lesser of 8% per annum or the maximum interest rate allowed from time to time under applicable law. The note matures on November 30, 2017, is secured by a security interest in all of our assets, and is convertible at VPEG’s option into shares of our common stock at a conversion price equal to $0.04 per share, subject to adjustment.

•	the addition of a provision regarding our election not to be governed by certain provisions of the Nevada Revised Statutes regulating control share acquisitions;

•	the removal of a provision regarding the number, election and removal of our directors, which is included in our Amended and Restated Bylaws; and

•	the removal of a provision regarding our officers, which is included in our Amended and Restated Bylaws.

•	We believe that the expected $5 million investment from Armacor and the Divestiture of our exploration and production operations with the associated divestiture of related liabilities will transition our company from one with a going concern risk to a more stable and better capitalized enterprise that will be in a position to utilize the Armacor sublicense to grow.

•	Unlike upstream exploration and production companies, as an oilfield services enterprise, we will be far less sensitive to volatility in commodity prices, which has negatively affected our company over the past few years.

•	We believe that we will be able to gain and retain a market position in the oilfield services industry and that such position will be protected by our perpetual, royalty free, exclusive sublicense and existing, as well as growing, patented product offerings under that sublicense.

•	Divestiture Agreement; Parties. On August 21, 2017, our company and Navitus entered into the Divestiture Agreement and on September 14, 2017, our company and Navitus entered into Amendment No. 1 to the Divestiture Agreement.

•

Divestiture. Pursuant to the Divestiture, we will divest and transfer our 50% ownership interest in Aurora to Navitus, which currently owns the remaining 50% interest, and issue 166,549,134 shares of our common stock (or 4,382,872 shares following the planned 1-for-38 reverse stock split) to Navitus in consideration for a release from Navitus of all of our obligations under the Partnership Agreement. See “The Divestiture” below.

•

Reasons for the Divestiture.  Our board considered a number of factors before deciding to enter into the Divestiture Agreement, including, among other things, the strategic and financial benefits of divesting Aurora, the release of our company from obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity, the new business plan and strategy that will be undertaken by our company following the Divestiture, and the expected future business prospects of our company after we divest Aurora. Our board also considered our current financial condition. See “Reasons for the Divestiture” below.

•	Nature of Our Business Following the Divestiture.  Following the Divestiture, our business will be primarily focused on the oilfield services industry and no longer focused on exploration and production. See “Activities of the Company Following the Divestiture” below.

•

Conditions to Closing.  Closing of the Divestiture Agreement is subject to stockholder approval and other customary closing conditions, including, without limitation, the receipt of all authorizations, consents and approvals of all governmental authorities or agencies; the receipt of any required consents of any third parties; execution of an amendment and restatement of the Partnership Agreement; and execution of a mutual release by the parties. See “Terms of the Divestiture Agreement—Conditions to Closing” below.

•

Termination of the Divestiture Agreement. The Divestiture Agreement may be terminated (i) by mutual written consent, (ii) by either party if any governmental entity has issued an order or taken any other action prohibiting the transactions contemplated by Divestiture Agreement, (iii) by either party if the other party has breached its representations and warrants or any covenant or other agreement such that the closing conditions would not be satisfied; (iv) by Navitus if its conditions set forth in the Divestiture Agreement have been satisfied and our company fails to consummate the Divestiture on the date the closing should have occurred; or (v) by our company if its conditions set forth in the Divestiture Agreement have been satisfied and Navitus fails to consummate the Divestiture on the date the closing should have occurred. See “Terms of the Divestiture Agreement—Termination” below.

•

Recommendation of our Board of Directors. Our board has determined by an unanimous vote that the Divestiture Proposal is desirable and has directed that it be submitted to our stockholders for their approval. Our board unanimously recommends that you vote “FOR” the Divestiture Proposal. You should read “Reasons for the Divestiture” for a discussion of factors that our board considered in deciding to recommend the approval of the Divestiture Proposal.

•	Required Vote. Approval of the Divestiture Proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting. See “Vote Required” below.

•	Its views on the potential value of Aurora given the liabilities associated with the ownership of Aurora and based on several different metrics, including from a net asset value perspective, and that the Divestiture represents an attractive valuation of Aurora and ability for us to eliminate liabilities and enhance our balance sheet;

•	Our recent discussions with advisors regarding strategic alternatives, potential acquisitions and merger and/or sale opportunities;

•	Its comparison of potential values, benefits, risks and uncertainties of the Divestiture to other potential courses of action, including continuing to retain and operate Aurora;

•	That we have obtained an exclusive sublicense from Armacor to the liquid metal technology and are changing our business plan to begin engaging in the oilfield services business such that the ownership of exploration and production assets is outside of our core business plan;

•	Our stockholders will continue to participate in our new oilfield services business following the completion of the Divestiture and our stockholders, therefore, will continue to retain the ability to participate in our potential growth and future prospects;

•	The belief that the Divestiture will benefit our company and enhance stockholder value with respect to the remaining assets of our company by, among other things: (i) placing focus on our existing assets and potential additional opportunities; and (ii) creating a stronger balance sheet through debt reduction; and

•	The terms and conditions of the Divestiture Agreement and the likelihood that the transactions contemplated by the Divestiture Agreement will be consummated in a timely manner.

•	the issuance of 166,549,134 shares of our common stock (or 4,382,872 shares following the planned 1-for-38 reverse stock split) to Navitus;

•	the payment or satisfaction by our company of all indebtedness or other liabilities of Aurora, which total approximately $1.2 million;

•	the receipt of any authorizations, consents and approvals of all governmental authorities or agencies;

•	the receipt of any required consents of any third parties;

•	the execution of an amendment and restatement of the Partnership Agreement;

•	the execution of a mutual release by the parties; and

•	the execution of customary officer certificates by our company and Navitus regarding the representations, warrants and covenants contained in the Divestiture Agreement.

•

limits the number of shares available to 570,000,000 (or 15,000,000 following the planned 1-for-38 reverse stock split), which represents approximately 18% of our issued and outstanding common shares on a fully-diluted basis (assuming conversion of all outstanding preferred stock and all other securities that are exercisable or exchangeable for, or convertible into, our common stock) as of the Record Date;

•	all shares granted in connection with awards other than options and stock appreciation rights count as two (2) shares against the share limit;

•	the price of any option may not be altered or repriced without stockholder approval;

•	discounted stock options and stock appreciation rights are prohibited;

•	reload options are not permitted;

•	performance goals may be imposed on grants;

•	no ability of participants to receive dividend payments with respect to restricted stock until the shares are vested;

•	liberal share counting is not permitted;

•	payment of the exercise price or applicable taxes made by delivery of shares, or withholding of shares, in satisfaction of a participant’s obligation, will not result in additional shares becoming available for subsequent awards under the Plan; and

•	qualifies performance incentive awards as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

•	net earnings or net income (before or after taxes);

•	basic or diluted earnings per share (before or after taxes);

•	net revenue or net revenue growth;

•	gross revenue;

•	gross profit or gross profit growth;

•	net operating profit (before or after taxes);

•	return on assets, capital, invested capital, equity, or sales;

•	cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);

•	earnings before or after taxes, interest, depreciation and/or amortization;

•	gross or operating margins;

•	improvements in capital structure;

•	budget and expense management;

•	productivity ratios;

•	economic value added or other value added measurements;

•	share price (including, but not limited to, growth measures and total shareholder return);

•	expense targets;

•	margins;

•	operating efficiency;

•	working capital targets;

•	enterprise value;

•	safety record;

•	completion of acquisitions or business expansion;

•	achieving research and development goals and milestones;

•	achieving product commercialization goals; and

•	other criteria as may be set by the Committee from time to time.

•	Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017; and

•	Current Reports on Form 8-K filed on February 7, 2017, April 13, 2017 and August 24, 2017.

2.	Amendments.

VICTORY ENERGY CORPORATION	For Withhold For All The Board of Directors recommends you vote FOR the All All Except following:

2)	KEVIN DELEON    06) JULIO C. HERRERA

3)	KENNETH HILL    07) ERIC EILERTSEN

4)	ROBERT GRENLEY