Amended Current Report Filing (8-k/a)
October 05 2018 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 27, 2018
Petrolia Energy Corporation
(Exact name of registrant as specified in its
charter)
Texas
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000-52690
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86-1061005
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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710 N. Post Oak Rd., Ste. 512, Houston, Texas
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77024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
832-941-0011
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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EXPLANATORY NOTE
On February 28,
2018, Petrolia Energy Corporation (“
Petrolia
” or the “
Company
”) filed a Current Report on
Form 8-K (the “
Original Report
”) to report, among other things, the closing, on February 27, 2018, of the transactions
contemplated by the November 30, 2017, Arrangement Agreement (the “
Agreement
”) entered into between the Company
and Bow Energy Ltd (“
Bow
”), pursuant to which the Company acquired all of the issued and outstanding shares
of Bow pursuant to a “
plan of arrangement
” (the “
Arrangement
”) under section 193 of the Business
Corporations Act (Alberta) (the “
Acquisition
”).
Under the terms
of the Arrangement, Bow shareholders are deemed to have received 1.15 Petrolia common stock shares for each share of common stock
of Bow which they held. A total of 106,156,712 shares of the Company’s common stock were issued to the Bow shareholders as
a result of the Arrangement, plus additional shares in connection with the rounding described below. The Arrangement provided that
no fractional shares would be issued in connection with the Arrangement, and instead, each Bow shareholder otherwise entitled to
a fractional interest would receive the nearest whole number of Company shares. For example, where such fractional interest is
greater than or equal to 0.5, the number of shares to be issued would be rounded up to the nearest whole number and where such
fractional interest is less than 0.5, the number of shares to be issued would be rounded down to the nearest whole number. In calculating
such fractional interests, all shares issuable in the name of or beneficially held by each Bow shareholder or their nominee as
a result of the Arrangement shall be aggregated.
The Company also
assumed all of the outstanding warrants to purchase shares of common stock of Bow (the “
Bow Warrants
”) and certain
options to purchase shares of common stock of Bow (the “
Bow Options
”) in connection with the Arrangement (i.e.,
each warrant/option to purchase one (1) share of Bow represents the right to purchase one (1) share of the Company following the
closing).
The Company stated
in the Original Report that it intended to file the required financial statements and pro forma financial information relating
to the Bow Acquisition within 71 days from the date that such report was required to be filed, provided that the Company was unable
to timely complete the preparation of such financial statements within such 71 day period. By this Amendment No. 1 to the Original
Report, the Company is amending and restating (a) Item 9.01 thereof to include the required financial statements and pro forma
financial information; and (b) Item 2.01 thereof to clarify that Ilyas Chaudhary, the father of Zel C. Khan, the Company’s
Chief Executive Officer, owns and controls BSIH Ltd. (“BSIH”) which is a significant shareholder of the Company; and
that prior to the acquisition of Bow Energy Ltd (“Bow”) as described below, BSIH, and as a result of his ownership
and control of BSIH, Mr. Chaudhary, controlled Bow. This Current Report on Form 8-K does not amend or modify the Original Report,
except as to Items 2.01 and 9.01.
Item 2.01 Completion of Acquisition
or Disposition of Assets.
Closing of Bow Energy Ltd. Acquisition
As previously disclosed, on November
30, 2017, Petrolia Energy Corporation (“Petrolia” or the “Company”) signed an Arrangement Agreement (the
“Agreement”) to acquire all of the issued and outstanding shares in Bow Energy Ltd (“Bow”), which was listed
on the TSX Venture Exchange under the symbol ONG.V., with corporate offices located in Calgary, Alberta, Canada and Jakarta, Indonesia,
pursuant to a “plan of arrangement” (the “Arrangement”) under section 193 of the Business Corporations
Act (Alberta) (the “Acquisition”). The Arrangement Agreement included customary representations, warranties and covenants
of the parties.
On February 27, 2018, the Acquisition
closed and Petrolia acquired all of the issued and outstanding shares of capital stock of Bow (each a “Bow Share”).
The Agreement and the Arrangement was approved by an overwhelming majority of more than 99% of the votes cast by Bow’s shareholders
at a special meeting of shareholders of Bow held on February 21, 2018. Final approval of the Arrangement was granted by the Court
of Queen's Bench of Alberta (the “Court”) on February 23, 2018.
Under the terms of the Arrangement, Bow
shareholders are deemed to have received 1.15 Petrolia common stock shares for each Bow Share. A total of 106,156,712 shares of
the Company’s common stock were issued to the Bow shareholders as a result of the Arrangement, plus additional shares in
connection with the rounding described below. The Arrangement provided that no fractional shares would be issued in connection
with the Arrangement, and instead, each Bow shareholder otherwise entitled to a fractional interest would receive the nearest whole
number of Company shares. For example, where such fractional interest is greater than or equal to 0.5, the number of shares to
be issued would be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of shares
to be issued would be rounded down to the nearest whole number. In calculating such fractional interests, all shares issuable in
the name of or beneficially held by each Bow shareholder or their nominee as a result of the Arrangement shall be aggregated.
The Arrangement provides that any certificate
formerly representing Bow common stock not duly surrendered on or before the last business day prior to the third anniversary of
the closing date will cease to represent a claim by, or interest of, any former shareholder of any kind of nature against Bow or
the Company and on such date all consideration or other property to which such former holder was entitled shall be deemed to have
been surrendered to the Company.
The Company also assumed all of the outstanding
warrants to purchase shares of common stock of Bow (the “Bow Warrants”) and certain options to purchase shares of common
stock of Bow (the “Bow Options”) in connection with the Arrangement (i.e., each warrant/option to purchase one (1)
share of Bow represents the right to purchase one (1) share of the Company following the closing).
Bow’s key assets included South
Block A PSC - 44.48% working interest, Bohorok PSC – 50% working interest, Bohorok Deep JSA – 20.25% working interest,
Palmerah Baru – 54% working interest, MNK Palmerah – 69.36% working interest, Mahato PSC – 20% working interest.
Ilyas Chaudhary,
the father of Zel C. Khan, the Company’s Chief Executive Officer, owns and controls BSIH Ltd. (“BSIH”) which
is a significant shareholder of the Company; and prior to the acquisition of Bow Energy Ltd (“Bow”) as described below,
BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary, controlled Bow at the time of the acquisition.
The foregoing descriptions of the Agreement
do not purport to be complete and are qualified in their entirety by reference to the Agreement, a copy of which is incorporated
by reference hereto as Exhibit 10.1, and incorporated in this Item 2.01 by reference.
Item 9.01. Financial Statements
and Exhibits
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(a)
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Financial Statements of business
Acquired
(1) The Audited Consolidated Statements
of Financial Position of Bow Energy Ltd. as of March 31, 2017 and 2016, Audited Consolidated Statement of Loss and Comprehensive
Loss for the years ended March 31, 2017 and 2016, Audited Consolidated Statement of Changes in Equity for the years ended March
31, 2017 and 2016 and Audited Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016, and the notes
thereto, are filed as Exhibit 99.1 to this Form 8-K/A.
(2) The Unaudited Consolidated Statements
of Financial Position of Bow Energy Ltd. as of December 31, 2017 and March 31, 2017, Unaudited Consolidated Statement of Loss and
Comprehensive Loss for the three and nine months ended December 31, 2017 and 2016, Unaudited Consolidated Statement of Changes
in Equity for the three and nine months ended December 31, 2017 and 2016 and Unaudited Consolidated Statements of Cash Flows for
the three and nine months ended December 31, 2017 and 2016, and the notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A.
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(b)
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Pro Forma Financial Information
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The Unaudited Pro Forma Combined Balance
Sheet of Petrolia Energy Corporation as of December 31, 2017 and Unaudited Pro Forma Combined Statement of Operations for the year
ended December 31, 2017, are filed as Exhibit 99.3 to this Form 8-K/A.
(d)
Exhibits
Exhibit No.
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Description
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99.1
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Audited Consolidated Statements of Financial Position of Bow Energy Ltd. as of March 31, 2017 and 2016, Audited Consolidated Statement of Loss and Comprehensive Loss for the years ended March 31, 2017 and 2016, Audited Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016 and Audited Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016, and the notes thereto
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99.2
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Unaudited Consolidated Statements of Financial Position of Bow Energy Ltd. as of December 31, 2017 and March 31, 2017, Unaudited Consolidated Statement of Loss and Comprehensive Loss for the three and nine months ended December 31, 2017 and 2016, Unaudited Consolidated Statement of Changes in Equity for the three and nine months ended December 31, 2017 and 2016 and Unaudited Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2017 and 2016, and the notes thereto
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99.3
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Unaudited Pro Forma Combined Balance Sheet of Petrolia Energy Corporation as of December 31, 2017 and Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2017
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Petrolia Energy Corporation
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/s/ Zel C. Khan
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Zel C. Khan
Chief Executive Officer
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Date: October 5, 2018
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Audited Consolidated Statements of Financial Position of Bow Energy Ltd. as of March 31, 2017 and 2016, Audited Consolidated Statement of Loss and Comprehensive Loss for the years ended March 31, 2017 and 2016, Audited Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016 and Audited Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016, and the notes thereto
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99.2
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Unaudited Consolidated Statements of Financial Position of Bow Energy Ltd. as of December 31, 2017 and March 31, 2017, Unaudited Consolidated Statement of Loss and Comprehensive Loss for the three and nine months ended December 31, 2017 and 2016, Unaudited Consolidated Statement of Changes in Equity for the three and nine months ended December 31, 2017 and 2016 and Unaudited Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2017 and 2016, and the notes thereto
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99.3
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Unaudited Pro Forma Combined Balance Sheet of Petrolia Energy Corporation as of December 31, 2017 and Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2017
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