As
filed with the Securities and Exchange Commission on January 14, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PERMEX
PETROLEUM CORPORATION
(Exact
name of registrant as specified in its charter)
| British
Columbia, Canada |
|
98-1384682 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1700
Post Oak Boulevard, 2 Blvd Place Suite 600
Houston,
Texas 77056
(Address
of Principal Executive Offices) (Zip Code)
Permex
Petroleum Corporation
Long-Term
Incentive Plan
(Full
title of the plan)
Bradley
Taillon
Chief
Executive Officer
Permex
Petroleum Corporation
1700
Post Oak Boulevard, 2 Blvd Place Suite 600
Houston,
Texas 77056
(Name
and address of agent for service)
(346)
245-8981
(Telephone
number, including area code, of agent for service)
With
a copy to:
Andrew
J. Bond, Esq.
Nazia
J. Khan, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
1901
Avenue of the Stars, Suite 1600
Los
Angeles, CA 90067
Telephone:
(310) 228-3700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION.
Permex
Petroleum Corporation (the “Company”) will provide each recipient (the “Recipients”) of a grant under the
Permex
Petroleum Corporation Long-Term Incentive Plan (the “Plan”) with documents that contain information related to the Plan,
and other information including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not required
to be and is not being filed as a part of this Registration Statement on Form S-8 (the “Registration Statement”) or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). The foregoing
information and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given
to each Recipient who receives common shares covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities
Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We
will provide to each Recipient a written statement advising of the availability of documents incorporated by reference in Item 3 of Part
II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and of documents required
to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral request by contacting:
Bradley
Taillon
Chief
Executive Officer
Permex
Petroleum Corporation
1700
Post Oak Boulevard, 2 Blvd Place Suite 600
Houston,
Texas 77056
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act
and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| ● |
The
Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024,
filed with the SEC on January 14, 2025; |
| |
|
| ● |
The
Company’s Current Reports on Form 8-K (excluding
any reports or portions thereof that are deemed to be furnished and not filed) filed with the SEC on October 28, 2024, November 7, 2024 and December 30, 2024; |
| ● |
The
description of the Company’s common shares contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for
the year ended September 30, 2024 filed with the SEC on January 14, 2025, including any amendments or reports filed for the purpose
of updating such description; and |
| ● |
All
other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form
that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from
the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as
so modified or superseded. |
ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Business
Corporations Act (British Columbia)
The
Company is subject to the provisions of the Business Corporation Act (British Columbia) (the “BCBCA”).
Under
Section 160 of the BCBCA, the Company may, subject to Section 163 of the BCBCA:
(a)
indemnify an individual who:
(i)
is or was a director or officer of the Company,
(ii)
is or was a director or officer of another corporation (A) at a time when the corporation is or was an affiliate of the Company; or (B)
at our request, or
(iii)
at our request, is or was, or holds or held a position equivalent to that of, a director or officer
of a partnership, trust, joint venture or other unincorporated entity,
including,
subject to certain limited exceptions, the heirs and personal or other legal representatives of that individual (collectively, an “eligible
party”), against all eligible penalties, defined below, to which the eligible party is or may be liable; and
(b)
after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect
of that proceeding, where:
(i)
“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible
proceeding,
(ii)
“eligible proceeding” means a proceeding in which an eligible party or any of the heirs
and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or
officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation
(A) is or may be joined as a party, or (B) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related
to, the proceeding,
(iii)
“expenses” includes costs, charges and expenses, including legal and other fees, but
does not include judgments, penalties, fines or amounts paid in settlement of a proceeding, and
(iv)
“proceeding” includes any legal proceeding or investigative action, whether current,
threatened, pending or completed.
Under
Section 161 of the BCBCA, and subject to Section 163 of the BCBCA, the Company must, after the final disposition of an eligible proceeding,
pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has not
been reimbursed for those expenses and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially
successful on the merits in the outcome of the proceeding.
Under
Section 162 of the BCBCA, and subject to Section 163 of the BCBCA, the Company may pay, as they are incurred in advance of the final
disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the proceeding,
provided that the Company must not make such payments unless the Company first receives from the eligible party a written undertaking
that, if it is ultimately determined that the payment of expenses is prohibited under Section 163 of the BCBCA, the eligible party will
repay the amounts advanced.
Under
Section 163 of the BCBCA, the Company must not indemnify an eligible party against eligible penalties to which the eligible party is
or may be liable or pay the expenses of an eligible party in respect of that proceeding under Sections 160(b), 161 or 162 of the BCBCA,
as the case may be, if any of the following circumstances apply:
(a)
if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify
or pay expenses was made, the Company was prohibited from giving the indemnity or paying the expenses by its memorandum or Articles;
(b)
if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the
indemnity or payment is made, the Company is prohibited from giving the indemnity or paying the expenses by its memorandum or Articles;
(c)
if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view
to the best interests of the Company or the associated corporation, as the case may be; or
(d)
in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing
that the eligible party’s conduct in respect of which the proceeding was brought was lawful.
If
an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation,
we must not either indemnify the eligible party under Section 160(a) of the BCBCA against eligible penalties to which the eligible party
is or may be liable, or pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the BCBCA, as the case may be, in
respect of the proceeding.
Under
Section 164 of the BCBCA, and despite any other provision of the BCBCA and whether or not payment of expenses or indemnification has
been sought, authorized or declined under the BCBCA, on application of the Company or an eligible party, the court may do one or more
of the following:
(a)
order the Company to indemnify an eligible party against any liability incurred by the eligible
party in respect of an eligible proceeding;
(b)
order the Company to pay some or all of the expenses incurred by an eligible party in respect of
an eligible proceeding;
(c)
order the enforcement of, or any payment under, an agreement of indemnification entered into by the Company;
(d)
order the Company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section
164 of the BCBCA; or
(e)
make any other order the court considers appropriate.
Section
165 of the BCBCA provides that the Company may purchase and maintain insurance for the benefit of an eligible party or the heirs and
personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party
being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the
Company or an associated corporation.
Company’s
Articles
Under
Part 21.2 of the Company’s Articles, and subject to the BCBCA, the Company must indemnify a director, former director or alternative
director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is
or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company
on the terms of the indemnity contained in the Company’s Articles.
Under
Part 21.3 of the Company’s Articles, and subject to any restrictions in the BCBCA, the Company may agree to indemnify and may indemnify
any person.
Under
Part 21.4 of the Company’s Articles, the failure of a director, alternate director or officer of the Company to comply with the
BCBCA or the Company’s Articles or, if applicable, any former Companies Act or former articles, does not invalidate any indemnity
to which he or she is entitled under the Company’s Articles.
Under
Part 21.5 of the Company’s Articles, the Company may purchase and maintain insurance for the benefit of any person (or his or her
heirs or legal personal representatives) who:
| |
● |
is
or was a director, alternate director, officer, employee or agent of the Company; |
| |
|
|
| |
● |
is
or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate
of the Company; |
| |
|
|
| |
● |
at
the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership,
trust, joint venture or other unincorporated entity; |
| |
|
|
| |
● |
at
the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership,
trust, joint venture or other unincorporated entity; |
against
any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such
equivalent position.
We
carry directors and officers liability coverages designed to insure our officers and directors and those of our subsidiaries against
certain liabilities incurred by them in the performance of their duties, and also providing for reimbursement in certain cases to our
company and its subsidiaries for sums paid to directors and officers as indemnification for similar liability.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
See
the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein by reference.
ITEM
9. UNDERTAKINGS.
A.
The undersigned Registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
2.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 14th day of January 2025.
| |
Permex
Petroleum Corporation |
| |
|
| |
By: |
/s/
Bradley Taillon |
| |
|
Bradley
Taillon |
| |
|
Chief
Executive Officer, President and Director |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Bradley Taillon, with
full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration statement, and to file each of the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the
same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorney-in-fact
or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Signature |
|
|
|
Date |
| |
|
|
|
|
| /s/
Bradley Taillon |
|
Chief
Executive Officer, President and Director (Principal Executive Officer) |
|
January
14, 2025 |
| Bradley
Taillon |
|
|
|
|
| |
|
|
|
|
| /s/
Gregory Montgomery |
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
|
January
14, 2025 |
| Gregory
Montgomery |
|
|
|
|
| |
|
|
|
|
| /s/Richard
Little |
|
Director |
|
January
14, 2025 |
| Richard
Little |
|
|
|
|
| |
|
|
|
|
| /s/
Kevin Nanke |
|
Director |
|
January
14, 2025 |
| Kevin Nanke |
|
|
|
|
| |
|
|
|
|
|
/s/
BaShara Boyd |
|
Director |
|
January
14, 2025 |
| BaShara
Boyd |
|
|
|
|
EXHIBIT
INDEX
*
Filed herewith.
Exhibit 5.1
 |
|
|
DuMoulin
Black LLP
15th
Floor, 1111 West Hastings
Vancouver,
BC, V6E 2J3
Canada
www.dumoulinblack.com
Telephone No. (604) 687-1224 |
File
No. 50824-023
January
14, 2025
Permex
Petroleum Corporation
1700
Post Oak Boulevard,
2
Blvd Place Suite 600
Houston,
Texas 77056
Dear
Sirs/Mesdames:
| Re: |
Permex
Petroleum Corporation (the “Company”) Form S-8 Registration Statement |
We
have acted as local counsel in the Province of British Columbia to the Company. We understand that the Company has prepared a Registration
Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the
“Act”) covering up to 110,300 common shares of the Company (the “Shares”) comprised of:
(i) 41,133 Shares which may be reserved (the “Reserved Shares”) for issuance upon the exercise
or settlement of restricted share units, performance share units, deferred share units or stock options (collectively “Awards”)
granted under the Company’s Long Term Incentive Plan dated October 23, 2024 (the “Plan”); and (ii) 69,167 Shares
(the “Option Shares”) issuable upon the exercise of outstanding stock options of the Company (“Options”)
granted pursuant to the Plan, as more fully described in the Registration Statement. All capitalized terms not defined herein shall have
the meanings ascribed thereto in the Registration Statement.
For
the purposes of our opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of:
| |
1. |
a
certificate of an officer of the Company dated January 14, 2025 (the “Officer’s Certificate”); |
| |
|
|
| |
2. |
the
Registration Statement (excluding the documents incorporated by reference under Part II, Item 3 of the Registration Statement); |
| |
|
|
| |
3. |
the
Notice of Articles and Articles of the Company (collectively, the “Constating Documents”); and |
| |
|
|
| |
4. |
the
Plan. |
Whenever
our opinion refers to shares of the Company, whether issued or to be issued, as being “fully paid and non-assessable”,
such opinion indicates that the holder of such shares will not be liable to contribute any further amounts to the Company by virtue of
its status as a holder of such shares, either in order to complete payment for the shares or to generally satisfy claims of creditors
of the Company. No opinion is expressed as to actual receipt by the Company of the consideration for the issuance of such shares or as
to the adequacy of any consideration received.
For
the purposes of our opinion below, we have relied solely on the Officer’s Certificate in respect of certain factual matters.
The
opinions expressed herein are subject to the following exceptions, qualifications and assumptions:
| |
(a) |
we
have assumed the genuineness of all signatures, the legal capacity at all relevant times of any individual signing such documents,
the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic original documents of
all documents submitted to us as certified or photostatic copies or facsimiles (including scanned copies provided by email), and
the authenticity of the originals of such certified or photostatic copies or facsimiles and the truth and accuracy of all corporate
records of the Company and certificates of officers provided to us by the Company; and |
| |
|
|
| |
(b) |
we
have assumed that, at all relevant times, the Constating Documents, the resolutions of the directors of the Company upon which we
have relied and the Plan have not been or will not be varied, amended or revoked in any respect. |
We
are not qualified to practice law in the United States of America. We are solicitors qualified to practice law in the Province of British
Columbia only and we express no opinion as to the laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction,
other than the laws of the Province of British Columbia and the laws of Canada applicable therein. Our opinion herein is based on the
laws of the Province of British Columbia and the laws of Canada applicable therein (and the interpretation thereof) as such laws are
in effect and are construed as of the date hereof (the “Effective Date”). Our opinion herein does not take into account
any proposed rules or legislative changes that may come into force following the Effective Date and we disclaim any obligation or undertaking
to update our opinion or advise any person of any change in law or fact that may come to our attention after the Effective Date.
Based
and relying upon the foregoing, we are of the opinion that as at the date hereof: (i) any Reserved Shares that may become issuable pursuant
to future Awards granted under the Plan; and (ii) the Option Shares issuable upon the exercise of the Options outstanding under
the Plan, in each case, when issued in accordance with the terms of the Plan and any applicable award agreement, including receipt by
the Company of the requisite consideration therefor, and all other conditions as required by the Plan and any applicable award agreement
having been satisfied, and with the passing of all necessary corporate resolutions, such Reserved Shares and Option Shares will be
validly issued as fully paid and non-assessable common shares in the capital of the Company.
The
above opinion is rendered solely in connection with the transactions described above and may not be used, circulated, quoted from or
otherwise referred to for any other purpose without our prior written consent. Further, the above opinion is limited to the matters stated
herein, and no opinion or belief is implied or should be inferred beyond the matters expressly stated herein. For greater certainty,
we express no opinion as to matters of tax or as to the contents of, or the disclosure in, the Registration Statement, or whether the
Registration Statement provides full, true and plain disclosure of all material facts relating to the Company within the meaning of applicable
securities laws.
We
hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit
that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of
the United States Securities and Exchange Commission thereunder.
Yours
truly,
/s/
DuMoulin Black LLP
Exhibit
23.1
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Permex Petroleum Corporation on Form S-8, of our report dated
January 14, 2025, which includes an explanatory paragraph as to Permex Petroleum Corporation’s ability to continue as a going concern,
with respect to our audits of the consolidated financial statements of Permex Petroleum Corporation as of September 30, 2024 and 2023
and for each of the two years ended September 30, 2024 appearing in the Annual Report on Form 10-K of Permex Petroleum Corporation
for the year ended September 30, 2024.
/s/
Marcum llp
Marcum
llp
Houston,
Texas
January
14, 2025
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
PERMEX
PETROLEUM CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rule (1) | |
Amount Registered (2) | | |
Proposed Maximum Offering Price Per Share | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Common Share, no par value | |
Other | |
| 110,300 | | |
$ | 2.9122 | (1) | |
$ | 321,216 | | |
$ | 0.0001531 | | |
$ | 49.18 | |
| Total Offering Amounts | | |
| | | |
$ | 321,216 | | |
| | | |
$ | 49.18 | |
| Total Fee Offsets | | |
| | | |
| | | |
| | | |
| – | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 49.18 | |
| (1) |
Estimated
solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended
(the “Securities Act”), by utilizing the applicable prices of Permex Petroleum Corporation’s (the “Registrant’s”)
common stock, no par value (“Common Shares”) as reported on Canadian Securities Exchange on January 10, 2025 converted
to U.S. Dollars after giving effect to the Canadian dollar/U.S. dollar exchange rate of CAD$1.00 to $1.4422 which was daily exchange
rate of the Bank of Canada on January 10, 2025, which date is within five business days prior to the filing of this Registration
Statement. |
| (2) |
Pursuant
to Rule 416(a) of the Securities Act, this Registration Statement shall also cover any additional Common Shares of the Registrant
that become issuable under the Registrant’s Long Term Incentive Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction that increases the number of outstanding Common Shares. In addition,
pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described herein.
|
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