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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 9, 2024
Permex
Petroleum Corporation
(Exact
name of registrant as specified in its charter)
| British
Columbia, Canada |
|
001-41558 |
|
98-1384682 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1700
Post Oak Blvd, 2 Blvd Place,
Suite 600
Houston,
Texas |
|
77056 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(346)
245-8981
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
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 ☒
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.
Item
8.01. Other Events
On
September 9, 2024, Permex Petroleum Corporation (the “Company”) announced (i) that the common shares of the Company will
be reinstated for trading on the Canadian Securities Exchange (the “Exchange”), effective September 9th, 2024,
in connection with the revocation of the Company’s cease trade order issued by the British Columbia Securities Commission on April
16, 2024, (ii) that the Company has terminated its non-brokered private placement previously announced on February 28, 2024, April 16,
2024, May 29, 2024 and June 18, 2024, and (iii) that the Company now intends to complete a non-brokered private placement of up to 18,635
convertible debenture units of the Company (each, a “Unit”). Each Unit consists of one convertible debenture (a “Debenture”)
in the principal amount of US$1,000 and 245 common share purchase warrants (each, a “Warrant”). Each Warrant is exercisable
for a period of five years from the date of issuance for one common share of the Company at an exercise price of US$4.90. The Debentures
will mature (the “Maturity Date”) one-year from the date of issuance. The Debentures will bear simple interest at a rate
of 15%, payable on the Maturity Date or the date on which all or any portion of the Debenture is repaid. Interest will be paid in cash
or Shares based on a conversion price of US$4.08 (the “Conversion Price”), subject to Exchange approval.
The
Units are intended to only be offered to persons who either qualify as an “accredited investor” as defined in Rule 501(a)
of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”) or who are located outside
of the United States and are not a “U.S. person” as defined in Regulation S under the Securities Act.
A
copy of the Company’s press release dated September 9, 2024, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This press release was issued pursuant to and in accordance with Rule 135c under the Securities Act.
This
Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Units or any security,
and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item
9.01. Financial Statements and Exhibits
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.
| |
Permex
Petroleum Corporation |
| |
|
| September
13, 2024 |
By: |
/s/
Bradley Taillon |
| |
|
Bradley
Taillon |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Permex
Petroleum Announces Shares to Resume Trading on the Canadian Securities Exchange, Termination of Previously Announced Private Placement
and Proposed New Private Placement
Vancouver,
British Columbia (September 9th, 2024) – Permex Petroleum Corporation (CSE: OIL) (FSE: 75P) (“Permex”
or the “Company”) is pleased to announce today that the common shares of the Company will be reinstated for trading
on the Canadian Securities Exchange (the “Exchange”), effective September 9th, 2024, in connection with
the revocation of the Company’s cease trade order (the “CTO”) issued by the British Columbia Securities Commission
on April 16, 2024.
The
CTO was issued due to the Company’s failure to file its audited and interim financial statements, the related management’s
discussion and analyses, and the related certifications for the year ended September 30, 2023, and the interim period ended December
31, 2023, respectively (together, the “CTO Financial Statements”).
The
CTO Financial Statements have now been filed and are available for review by interested parties on the SEDAR filing system.
The
Company has also filed interim financial statements, the related management’s discussion and analysis, and the related certifications
for the interim periods ended March 31, 2024 and June 30, 2024 respectively. These additional filings are also available for review by
interested parties on the SEDAR filing system.
Private
Placement
The
Company also has terminated its non-brokered private placement (the “Prior Offering”) previously announced on February
28, 2024, April 16, 2024, May 29, 2024 and June 18, 2024, and now intends to complete a non-brokered private placement (the “Current
Offering”) of up to 18,635 convertible debenture units of the Company (each, a “Unit”). Each Unit consists
of one convertible debenture (a “Debenture”) in the principal amount of US$1,000 and 245 common share purchase warrants
(each, a “Warrant”). Each Warrant is exercisable for a period of five years from the date of issuance for one common
share of the Company (a “Share”) at an exercise price of US$4.90.
The
Debentures will mature (the “Maturity Date”) one-year from the date of issuance. The Debentures will bear simple interest
at a rate of 15%, payable on the Maturity Date or the date on which all or any portion of the Debenture is repaid. Interest will be paid
in cash or Shares based on a conversion price of US$4.08 (the “Conversion Price”), subject to Exchange approval.
At
any time during the term of the Debentures, a holder of Debentures may elect to convert the outstanding principal and any accrued and
unpaid interest thereon into Shares at the Conversion Price. The Debentures will automatically convert into Shares at the Conversion
Price in the event the Company completes a financing of Shares for aggregate gross proceeds of at least US$7,500,000, where the price
per Share sold in such financing is equal to, or greater than, the Conversion Price.
The
proceeds of the Current Offering are expected to be used for drilling and development, any future acquisition transactions the Company
may engage in, and general working capital purposes.
The
Units being offered in the Current Offering will be offered only to persons who either qualify as an “accredited investor”
as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)
or who are located outside of the United States and are not a “U.S. person” as defined in Regulation S under the U.S. Securities
Act. In connection with the Current Offering, the Company may pay finders’ fees as permitted by the policies of the Exchange. All
securities issued pursuant to the Current Offering and underlying securities will be subject to a four-month hold period from the date
of issuance pursuant to applicable Canadian securities laws, in addition to such other restrictions as may apply under the U.S. Securities
Act and other applicable securities laws of jurisdictions outside of Canada.
None
of the securities to be offered in either the Current Offering or the Prior Offering have been and will not be registered under the U.S.
Securities Act or under any U.S. state securities laws and may not be offered or sold in the United States absent registration or any
applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news
release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there
be any sale of these securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release is being issued pursuant to and in accordance with Rule 135c under the U.S. Securities Act.
About
Permex Petroleum Corporation
Permex
Petroleum (CSE: OIL) (FSE: 75P) is a uniquely positioned junior oil & gas company with assets and operations across the Permian Basin
of West Texas and the Delaware Sub-Basin of New Mexico. The Company focuses on combining its low-cost development of Held by Production
assets for sustainable growth with its current and future Blue-Sky projects for scale growth. The Company, through its wholly owned subsidiary,
Permex Petroleum US Corporation, is a licensed operator in both states, and owns and operates on private, state and federal land. For
more information, please visit www.permexpetroleum.com.
CONTACT
INFORMATION
Permex
Petroleum Corporation
Brad
Taillon
Chief
Executive Officer
(346)
245-8981
Forward-Looking
Information
This
press release contains “forward-looking information” within the meaning of applicable securities laws that is intended to
be covered by the safe harbours created by those laws. “Forward-looking information” includes statements that use forward-looking
terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”,
“potential” or the negative thereof or other variations thereof or comparable terminology. Such forward-looking information
includes, without limitation, information regarding the date the Company’s shares will be reinstated for trading on the Exchange,
the completion of the Current Offering and the use of proceeds from the Current Offering.
Forward-looking
information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date
the statements are made, including without limitation, that: the Company’s shares will be reinstated for trading on the Exchange;
the Company will complete the Current Offering as anticipated, or at all; and that the Company will be able to use the proceeds from
the Current Offering as anticipated. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties
and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be
materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such
forward-looking information, including without limitation: that the Company may not be reinstated for trading on the Exchange in a timely
manner, or at all; the inability for the Company to close the Current Offering; the inability to use the proceeds from the Current Offering
as expected; recent market volatility; and the state of the financial markets for the Company’s securities.
Although
management of the Company has attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking
statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that
are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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