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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended December 31, 2024

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number: 001-41558

 

 

 

Permex Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada   98-1384682
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

1700 Post Oak Boulevard, 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, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

 

As of February 14, 2025, there were 551,503 common shares of the registrant issued and outstanding.

 

 

 

 

 

 

PERMEX PETROLEUM CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024

 

TABLE OF CONTENTS

 

  Page
Explanatory Note 3
Cautionary Notice Regarding Forward Looking Statements 5
PART I. FINANCIAL INFORMATION 6
Item 1. Financial Statements (Unaudited) 6
a) Condensed Interim Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024 6
b) Condensed Interim Consolidated Statements of Operations and Comprehensive Loss – Three Months Ended December 31, 2024 and 2023 7
c) Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity – Three Months Ended December 31, 2024 and 2023 8
e) Condensed Interim Consolidated Statements of Cash Flows – Three Months Ended December 31, 2024 and 2023 9
f) Notes to Condensed Interim Consolidated Financial Statements 10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
Item 4. Controls and Procedures 29
PART II. OTHER INFORMATION 30
Item 1. Legal Proceedings 30
Item 1A. Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 31

 

2

 

EXPLANATORY NOTE

 

Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q (this “Report”) to “we,” “us,” “our,” “Permex,” and the “Company” are to Permex Petroleum Corporation., a corporation existing under the laws of the Province of British Columbia, Canada, and our wholly-owned subsidiary.

 

Unless otherwise indicated in this Report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit. Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

 

The following definitions shall apply to the technical terms used in this Report.

 

Terms used to describe quantities of crude oil and natural gas:

 

Bbl.” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGLs.

 

Boe.” A barrel of oil equivalent and is a standard convention used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.

 

MBoe” One thousand barrels of oil equivalent.

 

MBbl.” One thousand barrels of crude oil, condensate or NGLs.

 

Mcf.” One thousand cubic feet of natural gas.

 

NGLs.” Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.

 

Terms used to describe our interests in wells and acreage:

 

Basin.” A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

 

Completion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs, and/or natural gas.

 

Developed acreage.” Acreage consisting of leased acres spaced or assignable to productive wells. Acreage included in spacing units of infill wells is classified as developed acreage at the time production commences from the initial well in the spacing unit. As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

 

Development well.” A well drilled within the proved area of a crude oil, NGL, or natural gas reservoir to the depth of a stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil, NGL, or natural gas reserves.

 

Differential.” The difference between a benchmark price of crude oil and natural gas, such as the NYMEX crude oil spot price, and the wellhead price received.

 

Dry hole.” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

 

Field.” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

 

Formation.” A layer of rock which has distinct characteristics that differs from nearby rock.

 

Gross acres or Gross wells.” The total acres or wells, as the case may be, in which a working interest is owned.

 

Held by operations.” A provision in an oil and gas lease that extends the stated term of the lease as long as drilling operations are ongoing on the property.

 

Held by production” or “HBP” A provision in an oil and gas lease that extends the stated term of the lease as long as the property produces a minimum quantity of crude oil, NGLs, and natural gas.

 

3

 

Hydraulic fracturing.” The technique of improving a well’s production by pumping a mixture of fluids into the formation and rupturing the rock, creating an artificial channel. As part of this technique, sand or other material may also be injected into the formation to keep the channel open, so that fluids or natural gases may more easily flow through the formation.

 

Infill well.” A subsequent well drilled in an established spacing unit of an already established productive well in the spacing unit. Acreage on which infill wells are drilled is considered developed commencing with the initial productive well established in the spacing unit. As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

 

Net acres.” The percentage ownership of gross acres. Net acres are deemed to exist when the sum of fractional ownership working interests in gross acres equals one (e.g., a 10% working interest in a lease covering 640 gross acres is equivalent to 64 net acres).

 

NYMEX.” The New York Mercantile Exchange.

 

Productive well.” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

 

Recompletion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.

 

Reservoir.” A porous and permeable underground formation containing a natural accumulation of producible crude oil, NGLs and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

 

Spacing.” The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

 

Undeveloped acreage.” Leased acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of crude oil, NGLs, and natural gas, regardless of whether such acreage contains proved reserves. Undeveloped acreage includes net acres held by operations until a productive well is established in the spacing unit.

 

Unit.” The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

 

Wellbore.” The hole drilled by the bit that is equipped for natural gas production on a completed well. Also called well or borehole.

 

Working interest.” The right granted to the lessee of a property to explore for and to produce and own crude oil, NGLs, natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

 

“Workover.” Operations on a producing well to restore or increase production.

 

Terms used to assign a present value to or to classify our reserves:

 

Possible reserves.” The additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves.

 

Pre-tax PV-10% or PV-10.” The estimated future net revenue, discounted at a rate of 10% per annum, before income taxes and with no price or cost escalation or de-escalation in accordance with guidelines promulgated by the United States Securities and Exchange Commission (the “SEC”).

 

Probable reserves.” The additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which together with proved reserves, are as likely as not to be recovered.

 

Proved reserves.” The quantities of crude oil, NGLs and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

 

Proved undeveloped reserves” or “PUDs.” Proved Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

 

SEC Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules based on the unweighted arithmetic average of oil and natural gas prices as of the first day of each of the 12 months ended on the given date.

 

4

 

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

 

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including the adequacy of funds from operations, cash flows and financing, potential strategic transactions, statements regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” “continue,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.

 

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

 

Forward-looking statements may include statements about:

 

  our business strategy;
     
  our reserves;
     
  our financial strategy, liquidity and capital requirements;
     
  our realized or expected natural gas prices;
     
  our timing and amount of future production of natural gas;
     
  our future drilling plans and cost estimates;
     
  our competition and government regulations;
     
  our ability to make acquisitions;
     
  general economic conditions;
     
  our future operating results;
     
  our expectations regarding having our securities listed on Nasdaq Capital Market; and
     
  our future plans, objectives, expectations and intentions.

 

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production and sale of natural gas. These risks include, but are not limited to, commodity price volatility, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating natural gas reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024.

 

Reserve engineering is a method of estimating underground accumulations of natural gas and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of previous estimates. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.

 

Should one or more of the risks or uncertainties described in this Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

 

All forward-looking statements, expressed or implied, included in this Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

 

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report. Notwithstanding the foregoing, any public statements or disclosures by us following this Report that modify or impact any of the forward-looking statements contained in this Report will be deemed to modify or supersede such statements in this Report.

 

5

 

PART 1 FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

PERMEX PETROLEUM CORPORATION

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

   December 31,
2024
   September 30,
2024
 
         
ASSETS          
Current assets          
Cash  $690,798   $1,513,591 
Trade and other receivables (net of allowance: December 31, 2024 - $nil; September 30, 2024 - $nil)   62,263    44,932 
Prepaid expenses and deposits   115,155    146,452 
Total current assets   868,216    1,704,975 
           
Non-current assets          
Reclamation deposits   75,000    75,000 
Property and equipment, net of accumulated depletion and depreciation   10,471,137    10,281,248 
           
Total assets  $11,414,353   $12,061,223 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Trade and other payables  $3,839,324   $3,786,909 
Loans payable   160,936    160,936 
Convertible debentures   2,802,226    1,365,000 
Debt subscription proceeds   -    2,250,000 
Total current liabilities   6,802,486    7,562,845 
           
Non-current liabilities          
Asset retirement obligations   407,948    392,977 
           
Total liabilities   7,210,434    7,955,822 
           
Stockholders’ Equity          
Common stock, no par value per share; unlimited shares authorized, 551,503 shares issued and outstanding as of December 31, 2024 and September 30, 2024.   14,947,150    14,947,150 
Additional paid-in capital   7,402,555    5,475,316 
Accumulated other comprehensive loss   (127,413)   (127,413)
Accumulated deficit   (18,018,373)   (16,189,652)
           
Total stockholders’ equity   4,203,919    4,105,401 
           
Total liabilities and stockholders’ equity  $11,414,353   $12,061,223 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

6

 

PERMEX PETROLEUM CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

THREE MONTHS ENDED DECEMBER 31

(UNAUDITED)

 

 

 

   2024   2023 
         
Revenues          
Oil and gas sales  $123,215   $47,651 
Royalty income   3,566    5,464 
Total revenues   126,781    53,115 
           
Operating expenses          
Lease operating expense   428,268    91,435 
General and administrative   1,274,526    683,683 
Depletion and depreciation   55,719    21,978 
Accretion on asset retirement obligations   14,971    9,198 
Gain on settlement of trade payables   (197,207)   - 
Total operating expenses   (1,576,277)   (806,294)
           
Loss from operations   (1,449,496)   (753,179)
           
Other income (expense)          
Foreign exchange gain (loss)   22,105    (3,676)
Other income   -    6,000 
Interest expense   (295,981)   (1,026)
Loss on debt extinguishment   (105,349)   - 
Total other income (expense)   (379,225)   1,298 
           
Net loss and comprehensive loss  $(1,828,721)  $(751,881)
           
Basic and diluted loss and comprehensive loss per common share  $(3.32)  $(1.36)
           
Weighted average number of common shares outstanding   551,503    551,503 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

7

 

PERMEX PETROLEUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

Three months ended December 31

 

 

   Number of Shares   Share capital   Additional paid-in capital   Accumulated other comprehensive loss   Deficit   Total equity 
                         
Balance, September 30, 2024   551,503   $14,947,150   $5,475,316   $(127,413)  $(16,189,652)  $4,105,401 
                               
Warrants issued in private placement   -    -    1,792,002    -    -    1,792,002 
Stock-based compensation   -    -    135,237    -    -    135,237 
Net loss   -    -    -    -    (1,828,721)   (1,828,721)
                               
Balance, December 31, 2024   551,503   $14,947,150   $7,402,555   $(127,413)  $(18,018,373)  $4,203,919 

 

   Number of Shares   Share capital   Additional paid-in capital   Accumulated other comprehensive loss   Deficit   Total equity 
                         
Balance, September 30, 2023   551,503   $14,947,150   $4,549,431   $(127,413)  $(12,200,376)  $7,168,792 
                               
Net loss   -    -    -    -    (751,881)   (751,881)
Balance, December 31, 2023   551,503   $14,947,150   $4,549,431   $(127,413)  $(12,952,257)  $6,416,911 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

8

 

PERMEX PETROLEUM CORPORATION

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31

(UNAUDITED)

 

 

 

   2024   2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(1,828,721)  $(751,881)
Adjustments to reconcile net loss to net cash from operating activities:          
Accretion on asset retirement obligations   14,971    9,198 
Depletion and depreciation   55,719    21,978 
Foreign exchange (gain) loss   (22,105)   3,676 
Gain on settlement of trade payables   (197,207)   - 
Amortization of debt discount   212,490    - 
Loss on debt extinguishment   105,349    - 
Stock-based compensation   135,237    - 
           
Changes in operating assets and liabilities:          
Trade and other receivables   (17,331)   28,981 
Prepaid expenses and deposits   31,297    18,986 
Trade and other payables   273,947    512,020 
Right of use asset and lease liability   -    1,306 
Net cash used in operating activities   (1,236,354)   (155,736)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Capital expenditures on property   (188,040)   - 
Reclamation deposit redemption   -    70,000 
Net cash (used in) provided by investing activities   (188,040)   70,000 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from debenture financing   601,601    - 
Loan payable proceeds   -    45,000 
Loan repayment   -    (10,000)
Net cash provided by financing activities   601,601    35,000 
           
Change in cash during the period   (822,793)   (50,736)
           
Cash, beginning of the period   1,513,591    82,736 
           
Cash, end of the period  $690,798   $32,000 
           
Supplemental cash flow disclosures:          
Interest paid  $1,246   $1,026 
Taxes paid  $-   $- 
           
Supplemental disclosures of non-cash investing and financing activities:          
Trade and other payables related to property and equipment  $57,568   $- 
Accrued debt interest settled through debt issuance  $59,788   $- 
Debt subscription proceeds transferred to convertible debentures  $2,250,000   $- 
Share purchase warrants issued in connection with debt issuance  $1,792,002   $- 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

9

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

1. BACKGROUND

 

Permex Petroleum Corporation (the “Company”) was incorporated on April 24, 2017 under the laws of British Columbia, Canada and maintains its head office at 1700 Post Oak Boulevard, 2 Blvd Place Suite 600, Houston Texas, 77056. Its registered office is located at 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. The Company is primarily engaged in the acquisition, development and production of oil and gas properties in the United States. The Company’s oil and gas interests are located in Texas and New Mexico, USA. The Company’s common shares are listed on the Canadian Securities Exchange (the “CSE”) under the symbol “OIL”.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes included in Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of the Company’s wholly-owned subsidiary, Permex Petroleum US Corporation. All intercompany balances and transactions have been eliminated.

 

10

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

2. Significant Accounting Policies (cont’d…)

 

Going concern of operations

 

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred losses since inception in the amount of $18,018,373, has a working capital deficiency of $5,934,270 as of December 31, 2024 and has not yet achieved profitable operations. The Company requires equity or debt financings to fund its continuing operations, which it has been unable to secure in sufficient amounts to date, and there can be no assurances that it will be able to do so in the future. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

The Company expects to raise additional funds through equity and debt financings. There is no assurance that such financing will be available in the future. During the three months ended December 31, 2024, the Company received additional debt subscription proceeds of $601,601 to complete a convertible debenture financing with total gross proceeds of $4,276,389. The $1,365,000 convertible debentures that matured on September 12, 2024 and accrued interest of $59,788 were retired in exchange for the new convertible debenture units. Management believes that these actions provide a path for the Company to continue as a going concern subject to its continued ability to raise funds to maintain its operations and manage its working capital deficiency.

 

In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances.

 

Significant estimates have been used by management in conjunction with the following: (i) the fair value of assets when determining the existence of impairment factors and the amount of impairment, if any; (ii) the costs of site restoration when determining decommissioning liabilities; (iii) the useful lives of assets for the purposes of depletion and depreciation; (iv) petroleum and natural gas reserves; and (v) share-based payments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

 

New accounting standards

 

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. This update requires public entities to disclose significant expenses for reportable segments in both interim and in annual reporting periods, while entities with only a single reportable segment must now provide all segment disclosures required both in ASC 280 and under the amendments in ASU 2023-07. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

 

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic740) Improvements to Income Tax Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. The standard requires companies to disclose specific categories in the income tax rate reconciliation table and the amount of income taxes paid per major jurisdiction. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

 

11

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

3. REVENUE

 

Revenue from contracts with customers is presented in “Oil and gas sales” on the Consolidated Statements of Operations.

 

As of December 31, 2024 and September 30, 2024, receivables from contracts with customers, included in trade and other receivables, were $45,420 and $26,873, respectively.

 

The following tables present our revenue from contracts with customers disaggregated by product type and geographic areas.

 

Three months ended December 31, 2024  Texas   New Mexico   Total 
             
Crude oil  $123,215   $-   $123,215 
Natural gas   -    -    - 
Revenue from contracts with customers  $123,215   $-   $123,215 

 

Three months ended December 31, 2023  Texas   New Mexico   Total 
             
Crude oil  $29,624   $18,027   $47,651 
Natural gas   -    -    - 
Revenue from contracts with customers  $29,624   $18,027   $47,651 

 

4. CONCENTRATION OF CREDIT RISK

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of its cash and trade receivables. The Company’s cash balances sometimes exceed the United States’ Federal Deposit Insurance Corporation insurance limits. The Company mitigates this risk by placing its cash with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. To date, the Company has not recognized any losses caused by uninsured balances.

 

Trade receivables included in the Company’s receivable balance are $45,420 as of December 31, 2024 (September 30, 2024 - $26,873). For the three months ended December 31, 2024 and 2023, the Company had one significant customer that accounted for approximately 100% and 62%, respectively, of our total oil and natural gas revenues. The Company routinely assesses the financial strength of its customers. The non-trade receivable balance consists of goods and services tax (“GST”) recoverable of $16,843 (September 30, 2024 - $18,060). GST recoverable is due from the Canadian Government. It is management’s opinion that the Company is not exposed to significant credit risk. During the three months ended December 31, 2024, the Company recognized $nil (2023 - $9,587) in credit losses on its receivables.

 

12

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

  

December 31,

2024

  

September 30,

2024

 
         
Oil and natural gas properties, at cost  $10,846,097   $10,600,489 
Less: accumulated depletion   (384,829)   (330,036)
Oil and natural gas properties, net   10,461,268    10,270,453 
Other property and equipment, at cost   18,505    18,505 
Less: accumulated depreciation   (8,636)   (7,710)
Other property and equipment, net   9,869    10,795 
Property and equipment, net  $10,471,137   $10,281,248 

 

Depletion and depreciation expense was $55,719 and $21,978 for the three-month periods ended December 31, 2024 and 2023, respectively.

 

6. LEASES

 

The Company had an office lease agreement for its Dallas premises with a term ending in November 2025. During the year ended September 30, 2024, the Company entered into a settlement agreement to terminate this lease. The termination resulted in a loss of $38,825 recognized in the three months ended September 30, 2024, consisting of the settlement payment and the write-off of the remaining right-of-use asset and lease liability associated with the terminated lease.

 

During the year ended September 30, 2024, the Company paid $113,638 in lease payments and recognized $12,346 in accretion expense. For the three months ended December 31, 2023, the Company incurred $21,554 in operating lease expenses and $14,947 in variable lease expenses.

 

13

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

7. ASSET RETIREMENT OBLIGATIONS

 

Asset retirement obligations reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and gas properties. Changes to the asset retirement obligations are as follows:

 

   December 31, 2024   September 30, 2024 
         
Asset retirement obligations, beginning of the year  $392,977   $260,167 
Obligations recognized   -    27,859 
Obligations derecognized   -    - 
Revisions of estimates   -    68,159 
Accretion expense   14,971    36,792 
   $407,948   $392,977 

 

During the year ended September 30, 2024, the Company had a revision of estimates totaling $68,159 primarily due to changes in the timing of expected cash flows.

 

Reclamation deposits

 

As of December 31, 2024, the Company held reclamation deposits of $75,000 (September 30, 2024 - $75,000), which are expected to be released after all reclamation work has been completed with regard to its oil and natural gas interests.

 

14

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

8. DEBT

 

Convertible debentures

 

During the year ended September 30, 2024, the Company completed private placement financings of 1,365 convertible debenture units for gross proceeds of $1,365,000. Each unit is comprised of one senior secured convertible debenture in the principal amount of $1,000 and 294 common share purchase warrants as amended. 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 $4.08 per share. As a result, the Company issued convertible debentures with an aggregate principal amount of $1,365,000 and 401,310 Warrants.

 

The Convertible Debentures were secured by the Company’s assets, bore simple interest at a rate of 10% per annum, and matured on September 12, 2024. These Convertible Debentures were convertible into common shares of the Company at a conversion price of $3.40 per share. Interest was payable on the maturity date or upon the repayment of all or a portion of the Convertible Debenture and could be settled in cash or shares at the same conversion price. As of September 30, 2024, the Company had recorded $50,008 in accrued interest on the Convertible Debentures.

 

Of the 1,365 units issued, 500 units were originally comprised of one secured convertible debenture in the principal amount of $1,000 and 1 common share purchase warrant. The number of warrants issued with these units was subsequently modified to 294 warrants per unit. No other terms of the debt or warrant were modified. This modification was assessed as a debt extinguishment. A loss of $495,051 was recognized, consisting of $494,219 representing the fair value of the amended warrants determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.41%, an expected life of 5 years, annualized volatility of 128.69% and a dividend rate of 0%) and an unamortized discount of $832 on the original warrants.

 

The Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.41%, an expected life of 5 years, annualized volatility of 128.69% and a dividend rate of 0%). $431,666 of the proceeds allocated to the warrants was recorded as additional paid-in capital with a corresponding debt discount being amortized over the term of the debt. As of September 30, 2024, the debt discount was fully amortized.

 

In October 2024, the Company retired the outstanding debentures of $1,365,000 along with accrued interest of $59,788 in exchange for the new debenture units issued on November 1, 2024. The debenture holders also agreed to cancel a total of 401,310 warrants issued in connection with the debentures. This exchange was assessed as a debt extinguishment and a loss of $105,349 was recognized during the three months ended December 31, 2024.

 

15

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

8. DEBT (cont’d…)

 

On November 1, 2024, the Company completed a non-brokered private placement of convertible debenture units for gross proceeds of $4,276,389, of which $2,250,000 was received as subscriptions as of September 30, 2024, and $1,424,788 was issued in exchange for the outstanding debentures in the principal amount of $1,365,000 and accrued interest of $59,788. Each debenture unit consists of one convertible debenture in the principal amount of $1,000 and 523 common share purchase warrants. 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 $1.91 per share. As a result, the Company issued convertible debentures with an aggregate principal amount of $4,276,389 and 2,236,551 Warrants. The Debentures are secured by the Company’s assets, mature one-year from the date of issuance, and bear simple interest at a rate of 10% per annum, payable on the maturity date or upon repayment of all or any portion of the Debenture. The Debentures are convertible into common shares of the Company at a conversion price of $1.91 per share. Interest is payable in cash or shares based on the same conversion price.

 

The Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.06%, an expected life of 5 years, annualized volatility of 125.14% and a dividend rate of 0%). $1,792,002 of the proceeds allocated to the warrants was recorded as additional paid-in capital with a corresponding debt discount being amortized over the term of the debt. As of December 31, 2024, the unamortized debt discount was $1,474,163.

 

The table below summarizes the outstanding principal of the Company’s senior, secured convertible debentures.

 

   December 31, 2024   September 30, 2024 
         
10% debentures due September 12, 2024  $-   $1,365,000 
10% debentures due November 1, 2025   4,276,389    - 
Total   4,276,389    1,365,000 
Unamortized discount   (1,474,163)   - 
Convertible debentures  $2,802,226   $1,365,000 

 

Loans payable

 

During the year ended September 30, 2024, the Company received a $45,000 loan from a former director of the Company. The loan is unsecured, non-interest bearing, and has no specific repayment terms. As of December 31, 2024, the full amount remained outstanding.

 

On April 28, 2023, the Company issued a promissory note with a principal amount of $209,497 to a supplier to settle an outstanding trade payable. The promissory note is unsecured and bears interest at 6% per annum, originally payable on September 30, 2023. The promissory note was in default due to the Company’s failure to repay the principal amount by its maturity date. At December 31, 2024, the Company had an outstanding unpaid principal amount of $115,936 (September 30, 2024 - $115,936).

 

16

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

9. RELATED PARTY TRANSACTIONS

 

(a) The Company entered into an employment agreement with Bradley Taillon, the Company’s Chief Executive Officer, on April 29, 2024, for an annual base salary of base salary of $250,000, which shall be reviewed by the Company annually. Subject to the discretion of the board of directors, Mr. Taillon is also eligible on an annual basis for a cash bonus of up to 100% of annual salary and additional performance bonuses ranging from $50,000 to $750,000 upon the closing of a qualified financing with proceeds to the Company of $1 million or greater. Further, the terms of this employment agreement provide that if Mr. Taillon’s employment with the Company is terminated without “cause” (as defined in the agreement) than Mr. Taillon is entitled to a severance payment equal to two years of base salary and a bonus equal to 50% of his annual base salary. During the three months ended December 31, 2024, the Company incurred management salary of $62,500 and a performance bonus of $50,000 for Mr. Taillon.
   
(b) On May 1, 2022, the Company entered into an employment agreement Gregory Montgomery, the Company’s Chief Financial Officer, for an annual base salary of $50,000, with no specified term. Mr. Montgomery is also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors. The employment agreement may be terminated with a termination payment equal to two months of base salary. During the three months ended December 31, 2024, the Company incurred management salary of $12,500 (2023 - $12,500), to Mr. Montgomery, with no bonuses incurred in either period.
   
(c) The Company had an employment agreement with Mehran Ehsan, the former Chief Executive Officer of the Company, for an annual base salary of $250,000, with no specified term. Mr. Ehsan was also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors. Further, the terms of this employment agreement provided that if Mr. Ehsan’s employment with the Company is terminated without “cause” (as defined in the agreement) than Mr. Ehsan was entitled to a severance payment equal to three years of base salary and a bonus equal to 20% of his annual base salary. Mr. Ehsan resigned as President and CEO of the Company on April 29, 2024. On May 15, 2024, the Company amended the employment agreement to change his role to Vice President of Business Development. All other terms and conditions of the employment agreement remained the same. On August 30, 2024, the Company signed a separation agreement to terminate Mr. Ehsan’s employment. The settlement includes: i) a lump sum payment of $100,000 by October 31, 2024 (subsequently paid); ii) six equal monthly payments of $7,500 starting October 1, 2024; and iii) the transfer of ownership of a Company vehicle with a fair value of $35,155. The settlement amount of $145,000 was accrued as of September 30, 2024. During the three months ended December 31, 2023, the Company incurred management salary of $62,500, for Mr. Ehsan, with no bonuses incurred in the period.

 

17

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

10. LOSS PER SHARE

 

The calculation of basic and diluted loss per share for the three-month periods ended December 31, 2024 and 2023 was based on the net losses attributable to common shareholders. The following table sets forth the computation of basic and diluted loss per share:

 

  

Three months ended
December 31, 2024

  

Three months ended
December 31, 2023

 
         
Net loss  $(1,828,721)  $(751,881)
Weighted average common shares outstanding   551,503    551,503 
           
Basic and diluted loss per share  $(3.32)  $(1.36)

 

As of December 31, 2024, 69,167 (2023 - 16,980) stock options and 2,511,904 (2023 - 275,353) warrants were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

 

11. EQUITY

 

Common stock

 

The Company has authorized an unlimited number of common shares with no par value. At December 31, 2024 and September 30, 2024, the Company had 551,503 common shares issued and outstanding.

 

There were no share issuance transactions during the three months ended December 31, 2024 and 2023.

 

Share-based payments

 

Stock options

 

The Company has a long-term incentive plan (the “Plan”) in place under which it is authorized to grant share-based awards to directors, officers, employees and consultants. Pursuant to the Plan, the Company may issue aggregate stock options totaling up to 20% of the issued and outstanding common stock of the Company.

 

18

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

11. EQUITY (cont’d…)

 

Share-based payments (cont’d…)

 

Stock option transactions are summarized as follows:

 

   Number
of options
   Weighted Average
Exercise Price
 
         
Balance, September 30, 2023   20,313   $54.23 
Cancelled   (10,208)   55.24 
           
Balance, September 30, 2024   10,105   $53.21 
Granted   65,000    2.44 
Cancelled   (5,938)   61.01 
Balance, December 31, 2024   69,167   $4.41 
           
Exercisable at December 31, 2024   69,167   $4.41 

 

The aggregate intrinsic value of options outstanding and exercisable as at December 31, 2024 was $nil (September 30, 2024 - $nil).

 

The options outstanding as of December 31, 2024 have exercise prices in the range of $2.44 to $84 and a weighted average remaining contractual life of 9.53 years.

 

During the three months ended December 31, 2024 and 2023, the Company recognized share-based payment expense of $135,237 and $ nil, respectively, for the portion of stock options that vested during the period. The fair value of the options issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 2.80%, an expected life of 5 years, annualized volatility of 126.02% and a dividend rate of 0%).

 

As December 31, 2024, the following stock options were outstanding:

 

Number of Options   Exercise Price   Issuance Date  Expiry Date
 417   $84.00   December 4, 2017  December 4, 2027
 1,250   $9.00   March 16, 2020  March 16, 2030
 2,500   $40.32   October 6, 2021  October 6, 2031
 65,000   $2.44   October 2, 2024  October 2, 2034
 69,167            

 

19

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

11. EQUITY (cont’d…)

 

Warrants

 

Warrant transactions are summarized as follows:

 

   Number
of Warrants
  

Weighted Average

Exercise Price

 
         
Balance, September 30, 2023   279,746   $39.79 
Granted   401,810    4.08 
Cancelled   (500)   4.08 
Expired   (4,393)   95.90 
           
Balance, September 30, 2024   676,663   $18.25 
Granted   2,236,551    1.91 
Cancelled   (401,310)   4.08 
           
Balance, December 31, 2024   2,511,904   $5.92 

 

As December 31, 2024, the following warrants were outstanding:

 

Number of Warrants   Exercise Price   Issuance Date  Expiry Date
            
 149,447   $50.40   March 29, 2022  March 29, 2027
 73,823   $18.00   June 30, 2023  June 30, 2028
 52,083   $33.60   September 30, 2021  September 30, 2031
 2,236,551   $1.91   November 1, 2024  November 1, 2034
 2,511,904            

 

12. SEGMENT INFORMATION

 

Operating segments

 

The Company operates in a single reportable segment – the acquisition, development and production of oil and gas properties in the United States.

 

13. CONTINGENCIES

 

The Company from time to time may be involved with disputes, claims and litigation related to the conduct of its business. The Company had $594,656 in claims from certain trade vendors for non-payment, of which $571,703 have been accrued as of December 31, 2024. The Company plans to continue engaging with these claimants faithfully and is working on potential settlements for all outstanding claims.

 

20

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. This Report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined at the beginning of this Report under Cautionary Notice Regarding Forward-Looking Statementsthe risks outlined under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024 and in our other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. All amounts in this report are in U.S. dollars, unless otherwise noted.

 

Reserve engineering is a method of estimating underground accumulations of natural gas and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of previous estimates. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.

 

Company Overview

 

The Company was incorporated on April 24, 2017 under the laws of British Columbia, Canada. The Company is an independent energy company engaged in the acquisition, exploration, development and production of oil and gas properties on private, state and federal land in the United States, primarily in the Permian Basin which includes the Midland Basin and Delaware Basin. The Company focuses on acquiring producing assets at a discount to market, increasing production and cash-flow through recompletion and re-entries, secondary recovery and lower risk infill drilling and development. Currently, the Company owns and operates 97 oil and gas wells across more than 11,700 net acres including 66 shut-in opportunities, 17 saltwater disposal wells and two water supply wells allowing for waterflood secondary recovery. Additionally, the Company holds royalty interests in 73 wells and five permitted wells across 3,800 acres within the Permian Basin.

 

The Company’s common shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “OIL” and on the Frankfurt Stock Exchange under the symbol “75P”. There is currently a limited U.S. public market for the Company’s common shares, the stock price may be volatile or may decline regardless of our operating performance and holders may not be able to resell the Company’s common shares at or above their acquisition price. Due to our prior delinquency in filing our periodic reports, the Form 211 originally filed with, and cleared by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Exchange Act covering the Common Shares was revoked by FINRA. Consequently, until a new Form 211 is filed with, and cleared by FINRA, the Company’s common shares will not be eligible for proprietary broker-dealer quotations on the OTC Pink Sheets and all quotes in the Company’s common shares on the OTC Pink Sheets will only reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations.

 

Key activities:

 

On November 1, 2024, the Company closed the first tranche of a private placement of convertible debenture units for gross proceeds of $4,276,389. Under the terms of the private placement, each unit consisted of one convertible debenture in the principal amount of $1,000 and 523 common share purchase warrant, that was to be exercisable for a period of five years from the date of issuance for one common share at an exercise price of $1.91. The debentures will mature one-year from the date of issuance. Upon issuance, the debentures rank senior to all other existing and future indebtedness of the Company and will be secured by a general security agreement over certain assets of the Company. The bear simple interest at a rate of 10% per annum, payable on the maturity date or the date on which all or any portion of the Subsequent Debenture is repaid. Interest will be paid in cash or common shares at the holder’s option based on a conversion price of $1.91 per share. As a result, the Company issued debentures with an aggregate principal amount of $4,276,389 and 2,236,551 share purchase warrants. Concurrently with the completion of the first tranche of this Private Placement, the Company retired its outstanding debentures, consisting of $1,365,000 in aggregate principal amount and $59,788 in accrued interest in exchange for the debentures issued in this private placement. The holders of the prior debentures also agreed to cancel a total of 401,310 share purchase warrants.
   
On December 30, 2024, the Company announced the appointment of BaShara (Bo) Crystelle Boyd to serve on the Board effective December 23rd, 2024, and Richard Little as the Non-Executive Chairman of the Board.
   
On January 13, 2025, the Company announced an agreement with a private oil and gas operator concerning assets owned by such operator in the Permian Basin. This arrangement granted Permex operating rights over 19 wells in the Permian Basin for a 12-month term in exchange for a monthly operating fee of up to $75,000 per month based on production volumes and commodity prices.

 

21

 

Oil And Gas Properties

 

Breedlove “B” Clearfork Leases - Texas

 

In September 2021, the Company, through its wholly-owned subsidiary, Permex Petroleum US Corporation, acquired a 100% Working Interest and an 81.75% Net Revenue Interest in the Breedlove “B” Clearfork leases located in Martin County, Texas. The Breedlove “B” Clearfork properties situated in Martin County, Texas are over 12 contiguous sections for a total of 7,870.23 gross and 7,741.67 net acres, of which 98% is held by production in the core of the Permian Basin. The asset includes 27 vertical wells: 12 producers, 4 saltwater disposal wells, and 11 shut-in wells with re-entry potential. In April 2024, the Breedlove assets were shut in due to financial constraints. In September 2024, Permex launched a capital program aimed at resuming production, repairing infrastructure, and evaluating additional production zones. Given the prolonged shut-in period, extensive workover operations and tubing replacements were necessary. As of December 31, 2024, all 12 previously producing wells had been brought back online, with an average gross production of 30.40 barrels of oil per day in December. Additionally, multiple tank batteries and the Company’s wholly owned Saltwater Disposal Infrastructure were fully operational, handling 100% of produced water from active wells. Permex also completed two up-hole completions using existing wellbores to enhance production from a new formation. While test results are ongoing, the Company remains confident in the potential of these completions.

 

In addition to the significant recompletion and re-entry opportunities across the existing wellbores, the Breedlove property includes substantial undeveloped potential and is the focus of the Company’s proved undeveloped reserves development program, pending sufficient and successful capital raising efforts by the Company.

 

Pittcock Leases - Texas

 

The Pittcock Leases are situated in Stonewall County. Stonewall County is in Northwest Texas, in the central part of the North Central Plains and consists of the Pittcock North property, the Pittcock South property and the Windy Jones Property. It is bounded on the north by King County, on the east by Haskell County, on the south by Fisher and Jones Counties, and on the west by Kent County. The Pittcock North property covers 320 acres held by production. There are currently eleven shut-in wells, two saltwater disposal wells, and a water supply well. The Company holds a 100% working interest in the Pittcock North Property and an 81.25% net revenue interest. The Pittcock South property covers 498 acres in four tracts. There are currently 19 shut-in wells and two saltwater disposal wells. The Company holds a 100% working interest in the lease and a 71.90% net revenue interest. The Windy Jones Property consists of 40 acres and includes two injection wells and two suspended oil wells. The sole purpose of the Windy Jones property is to provide waterflood assistance to the offset wells being the Pittcock wells located east boundary of the Windy Jones Property. The Company holds a 100% working interest in the Windy Jones Property and a 78.9% net revenue interest. These assets became shut-in commencing in October 2023 due to the Company having insufficient funds to operate them and remain shut in pending successful capital raising of the Company.

 

Mary Bullard Property - Texas

 

The Company acquired the Mary Bullard Property in August 2017 for a cash consideration of approximately $50,000. The Mary Bullard Property is located in Stonewall County, about 5 ½ miles southwest of Aspermont, Texas. It is bounded on the north by King County, on the east by Haskell County, on the south by Fisher and Jones Counties, and on the west by Kent County. The asset is situated on the Eastern Shelf of the Midland Basin in the central part of the North Central Plains. The Mary Bullard Property covers 241 acres held by production and is productive in the Clearfork formation at a depth of approximately 3,200 feet. There are currently five shut-in wells, and two water injection wells. The Company holds a 100% working interest in the Mary Bullard Property and a 78.625% net revenue interest. These assets were shut-in in December 2023 and remain shut in pending successful capital raising of the Company.

 

22

 

West Henshaw Property - New Mexico

 

The West Henshaw Property is located in Eddy County, New Mexico, 12 miles northeast of Loco Hills in the Delaware Basin. Eddy County is in Southeast New Mexico. It is bounded by Chaves County to the north, Otero County to the east, Loving County, Texas to the south, and Lea County to the west. The West Henshaw Property covers 1,880 acres held by production. There are nine shut-in wells and four saltwater disposal wells. The Company holds a 100% working interest in the West Henshaw Property and a 72% net revenue interest. Throughout 2023, the Company completed a number of re-entry and basic workover efforts to try and establish more steady production from the West Henshaw assets. These assets were shut-in in March 2024 due to financial constraints and remain shut in pending successful capital raising of the Company.

 

Oxy Yates Property - New Mexico

 

The Oxy Yates Property is located in Eddy County, approximately eight miles north of Carlsbad, New Mexico in the Delaware Basin. It is bounded by Chaves County to the north, Otero County to the east, Loving County, Texas to the south, and Lea County to the west. The Oxy Yates Property covers 680 acres held by production. There are ten shut-in wells. The Yates formation is located at an average depth of 1,200 feet and overlies the Seven River formation and underlies the Tansill formation. The Company holds a 100% working interest in the Oxy Yates Property and a 77% net revenue interest. These assets were shut-in in March 2024 due to financial constraints and remain shut in pending successful capital raising of the Company.

 

Royalty Interest Properties

 

The Company holds royalty interests in 73 producing oil and gas wells located in Texas and New Mexico.

 

Conversion of Undeveloped Acreage

 

The Company’s process for converting undeveloped acreage to developed acreage is tied to whether there is any drilling being conducted on the acreage in question. Management expects to restart its drilling and development program in the first part of 2025, subject to receipt of additional funding.

 

An aggregate of 1,186 MBO and 858 MMCF, of the Company’s proved undeveloped reserves as of September 30, 2024, are part of a development plan that has been adopted by management that calls for these undeveloped reserves to be drilled within the next five years, thus resulting in the conversion of such proved undeveloped reserves to developed status within five years of initial disclosure at September 30, 2024. Management currently anticipates spending approximately $6 million in capital expenditures towards developing the Company’s proved undeveloped reserves during the 2025 fiscal year, subject to the Company acquiring the necessary financing.

 

Financing of Proved and Probable Undeveloped Reserves

 

The Company currently estimates that the total cost to develop the Company’s proved undeveloped reserves of 1,186.7 MBbl of oil and 858.6 MMcf of natural gas as of September 30, 2024 is $15,620,000. The Company expects to finance these capital costs through a combination of current cash on hand, debt financing through a line of credit or similar debt instrument, one or more offerings of debt or equity, and from cash generated from estimated revenues from sales of oil and natural gas produced at the Company’s wells.

 

The Company currently estimates that the total cost to develop the Company’s probable undeveloped reserves of 12,212.7 MBbl of oil and 15,427.2 MMcf of natural gas as of September 30, 2024 is $134,328,500. The Company expects to finance these capital costs through a combination of joint ventures, farm-in agreements, direct participation programs, one or more offerings of equity, a debt offering or entering into a line of credit, and from cash generated from estimated revenues from sales of oil and natural gas produced at the Company’s wells.

 

23

 

Drilling Activities

 

The Company drilled one well during the last three fiscal years. As at September 30, 2024, the Company had 78 gross wells and 5 net productive wells. The Company’s gross developed acreage totaled 5,177 and net developed acreage totaled 3,942 with the following property breakdown:

 

Property 

Gross

Developed

Acreage

  

Net

Developed

Acreage

  

Gross

Productive

Wells

  

Net

Productive

Wells

 
Pittcock   818    664.63    0    0 
Henshaw   1,880    1,353.60    0    0 
Oxy Yates   680    489.60    0    0 
Bullard   241    187.98    0    0 
Breedlove   1,558    1,246.40    5    4.00 
Royalty Interest Properties   -    -    73    0.01 

 

The Company has 6,000 gross undeveloped acres and 4,800 net undeveloped acres. All of the Company’s undeveloped acreage is on the Company’s Breedlove property.

 

The Company’s leases are nearly entirely held by production in perpetuity. If a field/lease is undeveloped it typically has a 2, 3 or 5-year term of expiry. The Company has over 340 leases covering undeveloped acreage and less than 5% of these leases have an active expiry date that is less than two years from the date of this Report.

 

Results of Operations

 

Sales and Production

 

The average sales prices of the Company’s oil and gas products sold in the three months ended December 31, 2024 and 2023, and the fiscal year ended September 30, 2024 was $65.93/Boe, $71.82/Boe, and $70.53/Boe, respectively.

 

The Company’s net production quantities by final product sold in the three months ended December 31, 2024 and 2023, and the fiscal year ended September 30, 2024 was 2,450.92 Boe, 919.94 Boe, and 1,963.82 Boe, respectively.

 

The Company’s average production costs per unit for the three months ended December 31, 2024 and 2023, and the fiscal year ended September 30, 2024, was $174.74/Boe, $99.39/Boe, and $100.02/Boe, respectively.

 

24

 

The breakdown of production and prices between oil/condensate and natural gas was as follows:

 

Net Production Volumes 

Three Months

Ended

December 31,

2024

  

Three Months Ended

December 31,

2023

  

Fiscal Year Ended

September 30,

2024

 
Oil/Condensate (Bbl)   2,451    920    1,964 
Natural Gas (Mcf)   -    -    - 

 

Average Sales Price 

Three Months Ended

December 31,

2024

  

Three Months Ended

December 31,

2023

  

Fiscal Year Ended

September 30,

2024

 
Oil/Condensate ($/Bbl)   65.93    71.82    70.53 
Natural Gas ($/Mcf)   -    -    - 

 

The breakdown of the Company’s production quantities by individual product type for each of the Company’s fields that contain 15% or more of the Company’s total proved reserves expressed on an oil-equivalent-barrels basis was as follows:

 

Breedlove

 

Net Production Volumes 

Three Months Ended

December 31,

2024

  

Three Months Ended

December 31,

2023

  

Fiscal Year Ended

September 30,

2024

 
Oil/Condensate (Bbl)   2,451    541    1,229 
Natural Gas (Mcf)   -    -    - 

 

Henshaw

 

Net Production Volumes 

Three Months Ended

December 31,

2024

  

Three Months Ended

December 31,

2023

  

Fiscal Year Ended

September 30,

2024

 
Oil/Condensate (Bbl)   -    379    735 
Natural Gas (Mcf)   -    -    - 

 

Pittcock & Mary Bullard

 

Net Production Volumes 

Three Months Ended

December 31,

2024

  

Three Months Ended

December 31,

2023

  

Fiscal Year Ended

September 30,

2024

 
Oil/Condensate (Bbl)   -         -        - 
Natural Gas (Mcf)   -    -    - 

 

25

 

Operating Results

 

During the three months ended December 31, 2024, the Company reported a net loss of $1,828,721, compared to a net loss of $751,881 for the three months ended December 31, 2023. The net loss for the first quarter of the current fiscal year was mainly attributable to operating expenses of $1,576,277 compared to $806,294 in the corresponding quarter of the previous fiscal year, being partially offset by revenue from oil and gas sales and royalty income totaling $126,781 up from $53,115 in the same quarter of fiscal 2024.

 

The Company reported oil and gas sales revenue of $123,215 in the first quarter of the current fiscal year compared to $47,651 in the same quarter of the last fiscal year. This increase was largely due to the resumption of oil production at the Breedlove field. Net oil-equivalent production by final product sold in the current quarter averaged 26.64 barrels per day in the current quarter, compared to 10 barrels per day in the prior year’s first quarter.

 

The lease operating expense for the quarter ended December 31, 2024 was $428,268, compared to $91,435 for the quarter ended December 31, 2023. The increase in lease operating expense was attributed to higher production levels in the current quarter. Additionally, lease operating expenses significantly exceeded oil and gas sales revenue due to extensive workover and maintenance costs incurred to restart the Breedlove wells.

 

General and administrative expenses

 

   2024   2023 
         
Accounting and audit  $262,360   $122,746 
Consulting   238,187    33,207 
Filing and transfer agent   32,587    18,694 
Insurance   42,696    42,837 
Investor relations   21,370    58,696 
Legal fees   318,032    188,730 
Marketing and promotion   16,674    23,170 
Office and miscellaneous   47,717    49,353 
Rent   6,006    36,501 
Salaries and benefits   145,352    90,138 
Stock-based compensation   135,237    - 
Travel   8,306    19,611 
   $1,274,524   $683,683 

 

The general and administrative expenses for the three months ended December 31, 2024 were $1,274,524, a significant increase from $683,683 in the three months ended December 31, 2023. The increase was mainly due to increased property development and corporate activities during the current quarter. Specifically, the variance compared to the prior year’s quarter was mainly attributable to the following factors:

 

Accounting and audit fees of $262,360, up from $122,746 in the first quarter of the previous fiscal year. The increase was largely due to the delayed start of the 2024 quarterly review work and the costs associated with bringing the delinquent SEC filings up to date.
   
Consulting fees of $238,187 in the current quarter, up significantly from $33,207 in the same quarter of the prior fiscal year. The increase was primarily due to the engagement of three consultants to support potential acquisition activities, financing efforts, and corporate legal matters. The Company also retained contract consultants for geological, project management, and corporate consulting work.
   
Legal fees of $318,032 in the current quarter, up from $188,730 in the comparative quarter. The fees were mainly related to the regulatory work associated with the Company’s financing, its proposed uplisting to a major U.S. exchange, as well as compliance with the disclosure requirements under the Exchange Act in the United States.
   
Salaries and benefits expenses of $145,352 in the current quarter, compared to $90,138 in the same quarter of the prior year. The increase was primarily due to a $50,000 performance bonus paid pursuant to the Company’s Chief Executive Officer’s employment agreement.
   
Share-based compensation expenses of $135,237 were recognized in connection with the 65,000 stock options granted to the Company’s directors and consultants. This amount represents a non-cash charge, reflecting the estimated fair value of the stock options granted and vested during the period. The Company used the Black-Scholes option pricing model for the fair value calculation.

 

26

 

Update on Use of Proceeds

 

During the three months ended December 31, 2024, the Company completed a private placement of convertible debenture units for gross proceeds of $4,276,389, of which $2,250,000 was received as subscriptions as of September 30, 2024, and $1,424,788 was issued in exchange for the outstanding debentures comprising $1,365,000 in principal and $59,788 in accrued interest. The remaining proceeds of $2,851,601 were intended for potential acquisitions, drilling and development, and general working capital purposes. As of the date of this Report, the Company has spent $188,040 on property development, $16,383 on potential acquisitions, and approximately $2,250,000 on operating activities.

 

Liquidity and Capital Resources

 

As of December 31, 2024, the Company had a cash balance of $690,798, a decrease of $822,793 from the cash balance of $1,513,591 on September 30, 2024. During the three months ended December 31, 2024, the Company used $1,236,354 in operating activities, primarily for accounting, consulting, insurance, legal, salaries, and lease operating expenses. The Company received $601,601 in proceeds from debenture financing and spent $188,040 on its oil and gas property development.

 

The Company had a working capital deficiency of $5,934,270 as of December 31, 2024, compared to a working capital deficiency of $5,857,870 as of September 30, 2024. The Company will need substantial additional funding to pay the outstanding payables and bring the operated assets back to full production. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company has decreased its activity to a minimal level to limit increases in the Company’s working capital deficiency. The Company has also limited its ongoing commitments and account demands going forward. Additionally, the Company is actively engaging with its trade partners to remedy its current working capital deficiency through all means available to it including but not limited to financing arrangements, payment plans, and principal reductions.

 

Management has budgeted approximately $3 million in operating expenses and $6.5 million in capital expenditures for the next 12 months, which the Company plans to finance principally from one or more equity or debt financings. The purpose of these funds will be to resume full field operations, reduce the working capital deficit, as well as invest in additional oil and gas production activities across the Company’s assets. The amount and timing of capital expenditures will depend on several factors including, but not limited to, the speed with which the Company is able to bring its wells to production, its ability to complete an equity financing or to secure a suitable line of credit, commodity prices, supply/demand considerations and attractive rates of return. There are no guarantees that the Company will be able to acquire the necessary funds to meet its budgeted capital expenditures, and any postponement of its planned development of its proved undeveloped reserves could materially affect its business, financial condition and results of operations.

 

Although the Company has budgeted investments of additional capital in the continued development of its oil and gas operations, it currently does not have any material commitments for capital expenditures. As of the date of this report, the Company does not have sufficient working capital to meet its anticipated operating and capital requirements over the next 12 months. The Company continues to monitor the current economic and financial market conditions and is actively evaluating its financing options.

 

27

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. We believe the following discussions of critical accounting estimates address all important accounting areas where the nature of accounting estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.

 

Oil and natural gas reserves

 

Crude oil and natural gas reserves are estimates of future production that impact certain asset and expense accounts included in the consolidated financial statements. Proved reserves are the estimated quantities of oil and gas that geoscience and engineering data demonstrate with reasonable certainty to be economically producible in the future under existing economic conditions, operating methods and government regulations. Proved reserves include both developed and undeveloped volumes. Proved developed reserves represent volumes expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new wells on undrilled proved acreage, or from existing wells where a relatively major expenditure is required for recompletion. Variables impacting the Company’s estimated volumes of crude oil and natural gas reserves include field performance, available technology, commodity prices, and development, production and carbon costs.

 

The estimation of proved reserves is important to the consolidated statements of operations because the proved reserve estimate for a field serves as the denominator in the unit-of-production calculation of the depletion of the capitalized costs for that asset. If the estimates of proved reserves used in the unit-of-production calculations had been lower by 10 percent across all calculations, the depletion in the first quarter of fiscal 2025 would have increased by approximately $6,000.

 

Impairment

 

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas assets. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates and prices believed to be consistent with those used by principal market participants. The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future production volumes, commodity prices, operating costs and capital decisions, considering all available evidence at the date of review. Differing assumptions could affect the timing and the amount of an impairment in any period.

 

Asset retirement obligations

 

The Company is subject to retirement obligations for certain assets. The fair values of these obligations are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed. In the estimation of fair value, the Corporation uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of the assets, estimated amounts and timing of settlements, discount rates, and inflation rates.

 

A sensitivity analysis of the ARO impact on earnings is not practicable, given the broad range of the company’s long-lived assets and the number of assumptions involved in the estimates. Favorable changes to some assumptions would have reduced estimated future obligations, thereby lowering accretion expense and amortization costs, whereas unfavorable changes would have the opposite effect.

 

28

 

JOBS Act

 

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

 

We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

 

Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

  Evaluation of disclosure controls and procedures

 

We maintain disclosure controls and procedures (as such terms are defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in our internal control over financial reporting.

 

The following control deficiencies constitute material weaknesses in internal control over financial reporting:

 

  Insufficient resources resulting in inadequate segregation of duties in certain accounting functions, the processing and approval of transactions, due to the size of the accounting department.
  Ineffective controls over inputs used in the valuation of the Asset Retirement Obligation.
  Ineffective controls over the depletion calculation and the preparation of the oil and gas reserve report.
  Ineffective controls on the accounting and the valuation of complex financial instruments.
  Ineffective review of the financial statements due to the limited financial and reporting resources.
  Ineffective information technology general controls in the areas of user access and program change-management over certain information technology systems that support the Company’s financial reporting processes.
  Ineffective controls over the evaluation of the impact of debt amendments.

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

29

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company from time to time may be involved with disputes, claims and litigation related to the conduct of its business. The following are the material legal proceedings pending to which the Company is a party or to which any of its property is subject.

 

1. Atlas Tubular, LLC filed a suit against the Company on October 10, 2023 in the 14th Judicial District Court of Dallas, County, Texas, seeking damages of at least $172,981 for unpaid invoices. The Company made a payment of $100,000 to Atlas Tubular in June 2024 towards this alleged debt. The remaining balance of $72,981 is included in the Company’s trade payables as at December 31, 2024.

 

2. Foundation Energy Services, LLC filed a suit against the Company on September 7, 2023 in the 160th Judicial District Court, Dallas County, Texas, seeking damages of at least $66,074 for unpaid invoices. This amount is included in the Company’s trade payables as at December 31, 2024. Foundation Energy Services, LLC was awarded a judgment for the amount owed, plus attorney’s fees of $11,055, court costs of $485, 5% interest, and $10,000 in post judgment attorney’s fees for collection efforts.

 

3. Premier Energy Services, LLC filed a suit against the Company on August 7, 2023 in the 118th Judicial District Court of Martin County, Texas, seeking damages of at least $104,205 for unpaid invoices. Of this amount, $95,541 is included in the Company’s trade payables as at December 31, 2024. The Company disputes the remaining $8,664 of the claimed damages.

 

4. BJ Pipe & Supply LLC filed a suit against the Company on September 11, 2024 in the 5th Judicial District, Eddy County New Mexico seeking damages of at least $75,951 for unpaid invoices. Of this amount, $52,520.65 is included in the Company’s trade payable as of December 31, 2024. The Company and BJ Pipe & Supply LLC have reached an agreement to settle the lawsuit.

 

5. Hudson Pumping Inc. filed a suit against the Company on December 2, 2024 in the 118th Judicial District Court of Martin County, Texas, seeking damages of at least $60,050 for unpaid invoices. This amount is included in the Company’s trade payables as at December 31, 2024.

 

6. Cudd Energy Services, Inc. filed a suit against the Company and Mehran Ehsan on July 17, 2024, in the 118th Judicial District Court of Martin County, Texas, seeking damages of at least $130,224 for unpaid invoices. Of this amount, $115,936 is included in the Company’s loan payable as at December 31, 2024.

 

7. Q2 Artificial Lift Services (SOA) Inc. filed a suit against the Company on February 5, 2024, in the 192nd Judicial District Court, Dallas County, Texas, seeking damages of at least $125,102 for unpaid invoices. This amount is included in the Company’s trade payables as at December 31, 2024.

 

8. R&B Oilfield Services, LLC. filed a suit against the Company on November 6, 2024, in the Judicial District Court of Midland County, Texas, seeking damages of at least $36,020 for unpaid invoices. This amount is included in the Company’s trade payables as at December 31, 2024.

 

30

 

 

ITEM 1A RISK FACTORS

 

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended September 30, 2024.

 

There is currently a limited U.S. public market for our Common Shares, the stock price of our Common Shares may be volatile or may decline regardless of our operating performance and you may not be able to resell your Common Shares at or above the price you acquired such Common Shares.

 

Due to our prior delinquency in filing our periodic reports, the Form 211 originally filed with, and cleared by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Exchange Act covering our Common Shares was revoked by FINRA. Consequently, until a new Form 211 is filed with, and cleared by FINRA, our Common Shares will not be eligible for proprietary broker-dealer quotations on the OTC Pink Sheets and all quotes in our Common Shares on the OTC Pink Sheets will only reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. A holder may have difficulty selling its Common Shares in the United States and a holder may not be able to sell its Common Shares quickly or at the market price it feels our Common Shares are worth until a new Form 211 is filed with and cleared by FINRA under Rule 15c2-11 of the Exchange Act.

 

Further, having a limited trading market in the United States may also impair our ability to raise capital by selling our Common Shares and may impair our ability to enter into strategic collaborations or acquire companies or products by using our Common Shares as consideration.

 

Our obligations to holders of our debentures are secured by security interests in our assets, so if we default on those obligations, these debenture holders could foreclose on some or all of our assets.

 

Our obligations to holders of our debentures are secured by security interests in our assets. As of the date of this prospectus, approximately $4.4 million was owed to such secured debenture holders. If we default on our obligations under these debentures, our secured creditors could foreclose on their security interests and liquidate some or all of these assets, which would harm our financial condition and results of operations and would require us to reduce or cease operations and possibly seek bankruptcy protection.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5 OTHER INFORMATION

 

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
3.1   Articles of Permex Petroleum Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 29, 2022)
3.2   Amendment to the Articles of Permex Petroleum Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2023)
3.3   Amendment to the Articles of Permex Petroleum Corporation (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed with the SEC on January 14, 2025)
3.4   Amendment to the Articles of Permex Petroleum Corporation (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 22, 2025)
4.1   Form of Debenture (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2024
4.2   Form of Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2024
10.1   Form of Security Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2024
10.2   Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2024
10.3   Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2024
31.1*   Certification of Principal Executive Officer, pursuant to Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial Officer, pursuant to Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 is formatted in Inline XBRL

 

* Filed herewith.

** Furnished herewith.

 

31

 

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 thereunto duly authorized.

 

  PERMEX PETROLEUM CORPORATION
     
Date: February 14, 2025 By: /s/ Bradley Taillon
    Bradley Taillon
    Chief Executive Officer

 

  PERMEX PETROLEUM CORPORATION
     
Date: February 14, 2025 By: /s/ Gregory Montgomery
    Gregory Montgomery
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

32

 

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF PERMEX PETROLEUM CORPORATION

PURSUANT TO RULES 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I, Bradley Taillon, certify that:

 

1. I have reviewed this report on Form 10-Q of Permex Petroleum Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2025 /s/ Bradley Taillon
  Bradley Taillon
  President and Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF PERMEX PETROLEUM CORPORATION

PURSUANT TO RULES 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I, Gregory Montgomery, certify that:

 

1. I have reviewed this report on Form 10-Q of Permex Petroleum Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2025 /s/ Gregory Montgomery
  Gregory Montgomery
 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Permex Petroleum Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Bradley Taillon, Chief Executive Officer of the Company, hereby certify that, to my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934); and

 

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 14, 2025 /s/ Bradley Taillon
  Bradley Taillon
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Permex Petroleum Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Gregory Montgomery, Chief Financial Officer of the Company, hereby certify that, to my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002:

 

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934); and

 

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 14, 2025 /s/ Gregory Montgomery
  Gregory Montgomery
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

 

v3.25.0.1
Cover - shares
3 Months Ended
Dec. 31, 2024
Feb. 14, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --09-30  
Entity File Number 001-41558  
Entity Registrant Name Permex Petroleum Corporation  
Entity Central Index Key 0001922639  
Entity Tax Identification Number 98-1384682  
Entity Incorporation, State or Country Code A1  
Entity Address, Address Line One 1700 Post Oak Boulevard  
Entity Address, Address Line Two 2 Blvd Place Suite 600  
Entity Address, City or Town Houston  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77056  
City Area Code (346)  
Local Phone Number 245-8981  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   551,503
v3.25.0.1
Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current assets    
Cash $ 690,798 $ 1,513,591
Trade and other receivables (net of allowance: December 31, 2024 - $nil; September 30, 2024 - $nil) 62,263 44,932
Prepaid expenses and deposits 115,155 146,452
Total current assets 868,216 1,704,975
Non-current assets    
Reclamation deposits 75,000 75,000
Property and equipment, net of accumulated depletion and depreciation 10,471,137 10,281,248
Total assets 11,414,353 12,061,223
Current liabilities    
Trade and other payables 3,839,324 3,786,909
Loans payable 160,936 160,936
Convertible debentures 2,802,226 1,365,000
Debt subscription proceeds 2,250,000
Total current liabilities 6,802,486 7,562,845
Non-current liabilities    
Asset retirement obligations 407,948 392,977
Total liabilities 7,210,434 7,955,822
Stockholders’ Equity    
Common stock, no par value per share; unlimited shares authorized, 551,503 shares issued and outstanding as of December 31, 2024 and September 30, 2024. 14,947,150 14,947,150
Additional paid-in capital 7,402,555 5,475,316
Accumulated other comprehensive loss (127,413) (127,413)
Accumulated deficit (18,018,373) (16,189,652)
Total stockholders’ equity 4,203,919 4,105,401
Total liabilities and stockholders’ equity $ 11,414,353 $ 12,061,223
v3.25.0.1
Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Statement of Financial Position [Abstract]    
Trade and other receivables, net of allowance
Common stock, par value $ 0 $ 0
Common stock, shares authorized Unlimited Unlimited
Common stock, shares issued 551,503 551,503
Common stock, shares outstanding 551,503 551,503
v3.25.0.1
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenues    
Oil and gas sales $ 123,215 $ 47,651
Royalty income 3,566 5,464
Total revenues 126,781 53,115
Operating expenses    
Lease operating expense 428,268 91,435
General and administrative 1,274,526 683,683
Depletion and depreciation 55,719 21,978
Accretion on asset retirement obligations 14,971 9,198
Gain on settlement of trade payables (197,207)
Total operating expenses (1,576,277) (806,294)
Loss from operations (1,449,496) (753,179)
Other income (expense)    
Foreign exchange gain (loss) 22,105 (3,676)
Other income 6,000
Interest expense (295,981) (1,026)
Loss on debt extinguishment (105,349)
Total other income (expense) (379,225) 1,298
Net loss and comprehensive loss $ (1,828,721) $ (751,881)
Basic loss and comprehensive loss per common share $ (3.32) $ (1.36)
Diluted loss and comprehensive loss per common share $ (3.32) $ (1.36)
Weighted average number of common shares outstanding - Basic 551,503 551,503
Weighted average number of common shares outstanding - Diluted 551,503 551,503
v3.25.0.1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Share Capital [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Sep. 30, 2023 $ 14,947,150 $ 4,549,431 $ (127,413) $ (12,200,376) $ 7,168,792
Balance, shares at Sep. 30, 2023 551,503        
Net loss (751,881) (751,881)
Balance at Dec. 31, 2023 $ 14,947,150 4,549,431 (127,413) (12,952,257) 6,416,911
Balance, shares at Dec. 31, 2023 551,503        
Balance at Sep. 30, 2024 $ 14,947,150 5,475,316 (127,413) (16,189,652) 4,105,401
Balance, shares at Sep. 30, 2024 551,503        
Warrants issued in private placement 1,792,002 1,792,002
Stock-based compensation 135,237 135,237
Net loss (1,828,721) (1,828,721)
Balance at Dec. 31, 2024 $ 14,947,150 $ 7,402,555 $ (127,413) $ (18,018,373) $ 4,203,919
Balance, shares at Dec. 31, 2024 551,503        
v3.25.0.1
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss $ (1,828,721) $ (751,881)  
Adjustments to reconcile net loss to net cash from operating activities:      
Accretion on asset retirement obligations 14,971 9,198  
Depletion and depreciation 55,719 21,978  
Foreign exchange (gain) loss (22,105) 3,676  
Gain on settlement of trade payables (197,207)  
Amortization of debt discount 212,490  
Loss on debt extinguishment 105,349  
Stock-based compensation 135,237  
Changes in operating assets and liabilities:      
Trade and other receivables (17,331) 28,981  
Prepaid expenses and deposits 31,297 18,986  
Trade and other payables 273,947 512,020  
Right of use asset and lease liability 1,306  
Net cash used in operating activities (1,236,354) (155,736)  
CASH FLOWS FROM INVESTING ACTIVITIES      
Capital expenditures on property (188,040)  
Reclamation deposit redemption 70,000  
Net cash (used in) provided by investing activities (188,040) 70,000  
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from debenture financing 601,601  
Loan payable proceeds 45,000  
Loan repayment (10,000)  
Net cash provided by financing activities 601,601 35,000  
Change in cash during the period (822,793) (50,736)  
Cash, beginning of the period 1,513,591 82,736 $ 82,736
Cash, end of the period 690,798 32,000 $ 1,513,591
Supplemental cash flow disclosures:      
Interest paid 1,246 1,026  
Taxes paid  
Supplemental disclosures of non-cash investing and financing activities:      
Trade and other payables related to property and equipment 57,568  
Accrued debt interest settled through debt issuance 59,788  
Debt subscription proceeds transferred to convertible debentures 2,250,000  
Share purchase warrants issued in connection with debt issuance $ 1,792,002  
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (1,828,721) $ (751,881)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
BACKGROUND
3 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BACKGROUND

1. BACKGROUND

 

Permex Petroleum Corporation (the “Company”) was incorporated on April 24, 2017 under the laws of British Columbia, Canada and maintains its head office at 1700 Post Oak Boulevard, 2 Blvd Place Suite 600, Houston Texas, 77056. Its registered office is located at 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. The Company is primarily engaged in the acquisition, development and production of oil and gas properties in the United States. The Company’s oil and gas interests are located in Texas and New Mexico, USA. The Company’s common shares are listed on the Canadian Securities Exchange (the “CSE”) under the symbol “OIL”.

 

v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes included in Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of the Company’s wholly-owned subsidiary, Permex Petroleum US Corporation. All intercompany balances and transactions have been eliminated.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

2. Significant Accounting Policies (cont’d…)

 

Going concern of operations

 

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred losses since inception in the amount of $18,018,373, has a working capital deficiency of $5,934,270 as of December 31, 2024 and has not yet achieved profitable operations. The Company requires equity or debt financings to fund its continuing operations, which it has been unable to secure in sufficient amounts to date, and there can be no assurances that it will be able to do so in the future. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

The Company expects to raise additional funds through equity and debt financings. There is no assurance that such financing will be available in the future. During the three months ended December 31, 2024, the Company received additional debt subscription proceeds of $601,601 to complete a convertible debenture financing with total gross proceeds of $4,276,389. The $1,365,000 convertible debentures that matured on September 12, 2024 and accrued interest of $59,788 were retired in exchange for the new convertible debenture units. Management believes that these actions provide a path for the Company to continue as a going concern subject to its continued ability to raise funds to maintain its operations and manage its working capital deficiency.

 

In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances.

 

Significant estimates have been used by management in conjunction with the following: (i) the fair value of assets when determining the existence of impairment factors and the amount of impairment, if any; (ii) the costs of site restoration when determining decommissioning liabilities; (iii) the useful lives of assets for the purposes of depletion and depreciation; (iv) petroleum and natural gas reserves; and (v) share-based payments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

 

New accounting standards

 

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. This update requires public entities to disclose significant expenses for reportable segments in both interim and in annual reporting periods, while entities with only a single reportable segment must now provide all segment disclosures required both in ASC 280 and under the amendments in ASU 2023-07. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

 

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic740) Improvements to Income Tax Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. The standard requires companies to disclose specific categories in the income tax rate reconciliation table and the amount of income taxes paid per major jurisdiction. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
REVENUE
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE

3. REVENUE

 

Revenue from contracts with customers is presented in “Oil and gas sales” on the Consolidated Statements of Operations.

 

As of December 31, 2024 and September 30, 2024, receivables from contracts with customers, included in trade and other receivables, were $45,420 and $26,873, respectively.

 

The following tables present our revenue from contracts with customers disaggregated by product type and geographic areas.

 

Three months ended December 31, 2024  Texas   New Mexico   Total 
             
Crude oil  $123,215   $-   $123,215 
Natural gas   -    -    - 
Revenue from contracts with customers  $123,215   $-   $123,215 

 

Three months ended December 31, 2023  Texas   New Mexico   Total 
             
Crude oil  $29,624   $18,027   $47,651 
Natural gas   -    -    - 
Revenue from contracts with customers  $29,624   $18,027   $47,651 

 

v3.25.0.1
CONCENTRATION OF CREDIT RISK
3 Months Ended
Dec. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF CREDIT RISK

4. CONCENTRATION OF CREDIT RISK

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of its cash and trade receivables. The Company’s cash balances sometimes exceed the United States’ Federal Deposit Insurance Corporation insurance limits. The Company mitigates this risk by placing its cash with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. To date, the Company has not recognized any losses caused by uninsured balances.

 

Trade receivables included in the Company’s receivable balance are $45,420 as of December 31, 2024 (September 30, 2024 - $26,873). For the three months ended December 31, 2024 and 2023, the Company had one significant customer that accounted for approximately 100% and 62%, respectively, of our total oil and natural gas revenues. The Company routinely assesses the financial strength of its customers. The non-trade receivable balance consists of goods and services tax (“GST”) recoverable of $16,843 (September 30, 2024 - $18,060). GST recoverable is due from the Canadian Government. It is management’s opinion that the Company is not exposed to significant credit risk. During the three months ended December 31, 2024, the Company recognized $nil (2023 - $9,587) in credit losses on its receivables.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
PROPERTY AND EQUIPMENT
3 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

5. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

  

December 31,

2024

  

September 30,

2024

 
         
Oil and natural gas properties, at cost  $10,846,097   $10,600,489 
Less: accumulated depletion   (384,829)   (330,036)
Oil and natural gas properties, net   10,461,268    10,270,453 
Other property and equipment, at cost   18,505    18,505 
Less: accumulated depreciation   (8,636)   (7,710)
Other property and equipment, net   9,869    10,795 
Property and equipment, net  $10,471,137   $10,281,248 

 

Depletion and depreciation expense was $55,719 and $21,978 for the three-month periods ended December 31, 2024 and 2023, respectively.

 

v3.25.0.1
LEASES
3 Months Ended
Dec. 31, 2024
Leases  
LEASES

6. LEASES

 

The Company had an office lease agreement for its Dallas premises with a term ending in November 2025. During the year ended September 30, 2024, the Company entered into a settlement agreement to terminate this lease. The termination resulted in a loss of $38,825 recognized in the three months ended September 30, 2024, consisting of the settlement payment and the write-off of the remaining right-of-use asset and lease liability associated with the terminated lease.

 

During the year ended September 30, 2024, the Company paid $113,638 in lease payments and recognized $12,346 in accretion expense. For the three months ended December 31, 2023, the Company incurred $21,554 in operating lease expenses and $14,947 in variable lease expenses.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
ASSET RETIREMENT OBLIGATIONS
3 Months Ended
Dec. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]  
ASSET RETIREMENT OBLIGATIONS

7. ASSET RETIREMENT OBLIGATIONS

 

Asset retirement obligations reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and gas properties. Changes to the asset retirement obligations are as follows:

 

   December 31, 2024   September 30, 2024 
         
Asset retirement obligations, beginning of the year  $392,977   $260,167 
Obligations recognized   -    27,859 
Obligations derecognized   -    - 
Revisions of estimates   -    68,159 
Accretion expense   14,971    36,792 
   $407,948   $392,977 

 

During the year ended September 30, 2024, the Company had a revision of estimates totaling $68,159 primarily due to changes in the timing of expected cash flows.

 

Reclamation deposits

 

As of December 31, 2024, the Company held reclamation deposits of $75,000 (September 30, 2024 - $75,000), which are expected to be released after all reclamation work has been completed with regard to its oil and natural gas interests.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
DEBT
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT

8. DEBT

 

Convertible debentures

 

During the year ended September 30, 2024, the Company completed private placement financings of 1,365 convertible debenture units for gross proceeds of $1,365,000. Each unit is comprised of one senior secured convertible debenture in the principal amount of $1,000 and 294 common share purchase warrants as amended. 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 $4.08 per share. As a result, the Company issued convertible debentures with an aggregate principal amount of $1,365,000 and 401,310 Warrants.

 

The Convertible Debentures were secured by the Company’s assets, bore simple interest at a rate of 10% per annum, and matured on September 12, 2024. These Convertible Debentures were convertible into common shares of the Company at a conversion price of $3.40 per share. Interest was payable on the maturity date or upon the repayment of all or a portion of the Convertible Debenture and could be settled in cash or shares at the same conversion price. As of September 30, 2024, the Company had recorded $50,008 in accrued interest on the Convertible Debentures.

 

Of the 1,365 units issued, 500 units were originally comprised of one secured convertible debenture in the principal amount of $1,000 and 1 common share purchase warrant. The number of warrants issued with these units was subsequently modified to 294 warrants per unit. No other terms of the debt or warrant were modified. This modification was assessed as a debt extinguishment. A loss of $495,051 was recognized, consisting of $494,219 representing the fair value of the amended warrants determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.41%, an expected life of 5 years, annualized volatility of 128.69% and a dividend rate of 0%) and an unamortized discount of $832 on the original warrants.

 

The Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.41%, an expected life of 5 years, annualized volatility of 128.69% and a dividend rate of 0%). $431,666 of the proceeds allocated to the warrants was recorded as additional paid-in capital with a corresponding debt discount being amortized over the term of the debt. As of September 30, 2024, the debt discount was fully amortized.

 

In October 2024, the Company retired the outstanding debentures of $1,365,000 along with accrued interest of $59,788 in exchange for the new debenture units issued on November 1, 2024. The debenture holders also agreed to cancel a total of 401,310 warrants issued in connection with the debentures. This exchange was assessed as a debt extinguishment and a loss of $105,349 was recognized during the three months ended December 31, 2024.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

8. DEBT (cont’d…)

 

On November 1, 2024, the Company completed a non-brokered private placement of convertible debenture units for gross proceeds of $4,276,389, of which $2,250,000 was received as subscriptions as of September 30, 2024, and $1,424,788 was issued in exchange for the outstanding debentures in the principal amount of $1,365,000 and accrued interest of $59,788. Each debenture unit consists of one convertible debenture in the principal amount of $1,000 and 523 common share purchase warrants. 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 $1.91 per share. As a result, the Company issued convertible debentures with an aggregate principal amount of $4,276,389 and 2,236,551 Warrants. The Debentures are secured by the Company’s assets, mature one-year from the date of issuance, and bear simple interest at a rate of 10% per annum, payable on the maturity date or upon repayment of all or any portion of the Debenture. The Debentures are convertible into common shares of the Company at a conversion price of $1.91 per share. Interest is payable in cash or shares based on the same conversion price.

 

The Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 3.06%, an expected life of 5 years, annualized volatility of 125.14% and a dividend rate of 0%). $1,792,002 of the proceeds allocated to the warrants was recorded as additional paid-in capital with a corresponding debt discount being amortized over the term of the debt. As of December 31, 2024, the unamortized debt discount was $1,474,163.

 

The table below summarizes the outstanding principal of the Company’s senior, secured convertible debentures.

 

   December 31, 2024   September 30, 2024 
         
10% debentures due September 12, 2024  $-   $1,365,000 
10% debentures due November 1, 2025   4,276,389    - 
Total   4,276,389    1,365,000 
Unamortized discount   (1,474,163)   - 
Convertible debentures  $2,802,226   $1,365,000 

 

Loans payable

 

During the year ended September 30, 2024, the Company received a $45,000 loan from a former director of the Company. The loan is unsecured, non-interest bearing, and has no specific repayment terms. As of December 31, 2024, the full amount remained outstanding.

 

On April 28, 2023, the Company issued a promissory note with a principal amount of $209,497 to a supplier to settle an outstanding trade payable. The promissory note is unsecured and bears interest at 6% per annum, originally payable on September 30, 2023. The promissory note was in default due to the Company’s failure to repay the principal amount by its maturity date. At December 31, 2024, the Company had an outstanding unpaid principal amount of $115,936 (September 30, 2024 - $115,936).

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
RELATED PARTY TRANSACTIONS
3 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

 

(a) The Company entered into an employment agreement with Bradley Taillon, the Company’s Chief Executive Officer, on April 29, 2024, for an annual base salary of base salary of $250,000, which shall be reviewed by the Company annually. Subject to the discretion of the board of directors, Mr. Taillon is also eligible on an annual basis for a cash bonus of up to 100% of annual salary and additional performance bonuses ranging from $50,000 to $750,000 upon the closing of a qualified financing with proceeds to the Company of $1 million or greater. Further, the terms of this employment agreement provide that if Mr. Taillon’s employment with the Company is terminated without “cause” (as defined in the agreement) than Mr. Taillon is entitled to a severance payment equal to two years of base salary and a bonus equal to 50% of his annual base salary. During the three months ended December 31, 2024, the Company incurred management salary of $62,500 and a performance bonus of $50,000 for Mr. Taillon.
   
(b) On May 1, 2022, the Company entered into an employment agreement Gregory Montgomery, the Company’s Chief Financial Officer, for an annual base salary of $50,000, with no specified term. Mr. Montgomery is also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors. The employment agreement may be terminated with a termination payment equal to two months of base salary. During the three months ended December 31, 2024, the Company incurred management salary of $12,500 (2023 - $12,500), to Mr. Montgomery, with no bonuses incurred in either period.
   
(c) The Company had an employment agreement with Mehran Ehsan, the former Chief Executive Officer of the Company, for an annual base salary of $250,000, with no specified term. Mr. Ehsan was also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors. Further, the terms of this employment agreement provided that if Mr. Ehsan’s employment with the Company is terminated without “cause” (as defined in the agreement) than Mr. Ehsan was entitled to a severance payment equal to three years of base salary and a bonus equal to 20% of his annual base salary. Mr. Ehsan resigned as President and CEO of the Company on April 29, 2024. On May 15, 2024, the Company amended the employment agreement to change his role to Vice President of Business Development. All other terms and conditions of the employment agreement remained the same. On August 30, 2024, the Company signed a separation agreement to terminate Mr. Ehsan’s employment. The settlement includes: i) a lump sum payment of $100,000 by October 31, 2024 (subsequently paid); ii) six equal monthly payments of $7,500 starting October 1, 2024; and iii) the transfer of ownership of a Company vehicle with a fair value of $35,155. The settlement amount of $145,000 was accrued as of September 30, 2024. During the three months ended December 31, 2023, the Company incurred management salary of $62,500, for Mr. Ehsan, with no bonuses incurred in the period.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

v3.25.0.1
LOSS PER SHARE
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
LOSS PER SHARE

10. LOSS PER SHARE

 

The calculation of basic and diluted loss per share for the three-month periods ended December 31, 2024 and 2023 was based on the net losses attributable to common shareholders. The following table sets forth the computation of basic and diluted loss per share:

 

  

Three months ended
December 31, 2024

  

Three months ended
December 31, 2023

 
         
Net loss  $(1,828,721)  $(751,881)
Weighted average common shares outstanding   551,503    551,503 
           
Basic and diluted loss per share  $(3.32)  $(1.36)

 

As of December 31, 2024, 69,167 (2023 - 16,980) stock options and 2,511,904 (2023 - 275,353) warrants were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

 

v3.25.0.1
EQUITY
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
EQUITY

11. EQUITY

 

Common stock

 

The Company has authorized an unlimited number of common shares with no par value. At December 31, 2024 and September 30, 2024, the Company had 551,503 common shares issued and outstanding.

 

There were no share issuance transactions during the three months ended December 31, 2024 and 2023.

 

Share-based payments

 

Stock options

 

The Company has a long-term incentive plan (the “Plan”) in place under which it is authorized to grant share-based awards to directors, officers, employees and consultants. Pursuant to the Plan, the Company may issue aggregate stock options totaling up to 20% of the issued and outstanding common stock of the Company.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

11. EQUITY (cont’d…)

 

Share-based payments (cont’d…)

 

Stock option transactions are summarized as follows:

 

   Number
of options
   Weighted Average
Exercise Price
 
         
Balance, September 30, 2023   20,313   $54.23 
Cancelled   (10,208)   55.24 
           
Balance, September 30, 2024   10,105   $53.21 
Granted   65,000    2.44 
Cancelled   (5,938)   61.01 
Balance, December 31, 2024   69,167   $4.41 
           
Exercisable at December 31, 2024   69,167   $4.41 

 

The aggregate intrinsic value of options outstanding and exercisable as at December 31, 2024 was $nil (September 30, 2024 - $nil).

 

The options outstanding as of December 31, 2024 have exercise prices in the range of $2.44 to $84 and a weighted average remaining contractual life of 9.53 years.

 

During the three months ended December 31, 2024 and 2023, the Company recognized share-based payment expense of $135,237 and $ nil, respectively, for the portion of stock options that vested during the period. The fair value of the options issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of 2.80%, an expected life of 5 years, annualized volatility of 126.02% and a dividend rate of 0%).

 

As December 31, 2024, the following stock options were outstanding:

 

Number of Options   Exercise Price   Issuance Date  Expiry Date
 417   $84.00   December 4, 2017  December 4, 2027
 1,250   $9.00   March 16, 2020  March 16, 2030
 2,500   $40.32   October 6, 2021  October 6, 2031
 65,000   $2.44   October 2, 2024  October 2, 2034
 69,167            

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

11. EQUITY (cont’d…)

 

Warrants

 

Warrant transactions are summarized as follows:

 

   Number
of Warrants
  

Weighted Average

Exercise Price

 
         
Balance, September 30, 2023   279,746   $39.79 
Granted   401,810    4.08 
Cancelled   (500)   4.08 
Expired   (4,393)   95.90 
           
Balance, September 30, 2024   676,663   $18.25 
Granted   2,236,551    1.91 
Cancelled   (401,310)   4.08 
           
Balance, December 31, 2024   2,511,904   $5.92 

 

As December 31, 2024, the following warrants were outstanding:

 

Number of Warrants   Exercise Price   Issuance Date  Expiry Date
            
 149,447   $50.40   March 29, 2022  March 29, 2027
 73,823   $18.00   June 30, 2023  June 30, 2028
 52,083   $33.60   September 30, 2021  September 30, 2031
 2,236,551   $1.91   November 1, 2024  November 1, 2034
 2,511,904            

 

v3.25.0.1
SEGMENT INFORMATION
3 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION

12. SEGMENT INFORMATION

 

Operating segments

 

The Company operates in a single reportable segment – the acquisition, development and production of oil and gas properties in the United States.

 

v3.25.0.1
CONTINGENCIES
3 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES

13. CONTINGENCIES

 

The Company from time to time may be involved with disputes, claims and litigation related to the conduct of its business. The Company had $594,656 in claims from certain trade vendors for non-payment, of which $571,703 have been accrued as of December 31, 2024. The Company plans to continue engaging with these claimants faithfully and is working on potential settlements for all outstanding claims.

v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes included in Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

 

Principles of Consolidation

Principles of Consolidation

 

The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of the Company’s wholly-owned subsidiary, Permex Petroleum US Corporation. All intercompany balances and transactions have been eliminated.

 

 

PERMEX PETROLEUM CORPORATION

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

 

 

2. Significant Accounting Policies (cont’d…)

 

Going concern of operations

Going concern of operations

 

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred losses since inception in the amount of $18,018,373, has a working capital deficiency of $5,934,270 as of December 31, 2024 and has not yet achieved profitable operations. The Company requires equity or debt financings to fund its continuing operations, which it has been unable to secure in sufficient amounts to date, and there can be no assurances that it will be able to do so in the future. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

The Company expects to raise additional funds through equity and debt financings. There is no assurance that such financing will be available in the future. During the three months ended December 31, 2024, the Company received additional debt subscription proceeds of $601,601 to complete a convertible debenture financing with total gross proceeds of $4,276,389. The $1,365,000 convertible debentures that matured on September 12, 2024 and accrued interest of $59,788 were retired in exchange for the new convertible debenture units. Management believes that these actions provide a path for the Company to continue as a going concern subject to its continued ability to raise funds to maintain its operations and manage its working capital deficiency.

 

In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances.

 

Significant estimates have been used by management in conjunction with the following: (i) the fair value of assets when determining the existence of impairment factors and the amount of impairment, if any; (ii) the costs of site restoration when determining decommissioning liabilities; (iii) the useful lives of assets for the purposes of depletion and depreciation; (iv) petroleum and natural gas reserves; and (v) share-based payments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

 

New accounting standards

New accounting standards

 

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. This update requires public entities to disclose significant expenses for reportable segments in both interim and in annual reporting periods, while entities with only a single reportable segment must now provide all segment disclosures required both in ASC 280 and under the amendments in ASU 2023-07. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

 

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic740) Improvements to Income Tax Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. The standard requires companies to disclose specific categories in the income tax rate reconciliation table and the amount of income taxes paid per major jurisdiction. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.

v3.25.0.1
REVENUE (Tables)
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
SCHEDULE OF REVENUE DISAGGREGATED BY PRODUCT TYPE AND GEOGRAPHIC AREAS

The following tables present our revenue from contracts with customers disaggregated by product type and geographic areas.

 

Three months ended December 31, 2024  Texas   New Mexico   Total 
             
Crude oil  $123,215   $-   $123,215 
Natural gas   -    -    - 
Revenue from contracts with customers  $123,215   $-   $123,215 

 

Three months ended December 31, 2023  Texas   New Mexico   Total 
             
Crude oil  $29,624   $18,027   $47,651 
Natural gas   -    -    - 
Revenue from contracts with customers  $29,624   $18,027   $47,651 
v3.25.0.1
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

 

  

December 31,

2024

  

September 30,

2024

 
         
Oil and natural gas properties, at cost  $10,846,097   $10,600,489 
Less: accumulated depletion   (384,829)   (330,036)
Oil and natural gas properties, net   10,461,268    10,270,453 
Other property and equipment, at cost   18,505    18,505 
Less: accumulated depreciation   (8,636)   (7,710)
Other property and equipment, net   9,869    10,795 
Property and equipment, net  $10,471,137   $10,281,248 
v3.25.0.1
ASSET RETIREMENT OBLIGATIONS (Tables)
3 Months Ended
Dec. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]  
SCHEDULE OF ASSETS RETIREMENT OBLIGATIONS

 

   December 31, 2024   September 30, 2024 
         
Asset retirement obligations, beginning of the year  $392,977   $260,167 
Obligations recognized   -    27,859 
Obligations derecognized   -    - 
Revisions of estimates   -    68,159 
Accretion expense   14,971    36,792 
   $407,948   $392,977 
v3.25.0.1
DEBT (Tables)
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF SECURED CONVERTIBLE DEBENTURES

The table below summarizes the outstanding principal of the Company’s senior, secured convertible debentures.

 

   December 31, 2024   September 30, 2024 
         
10% debentures due September 12, 2024  $-   $1,365,000 
10% debentures due November 1, 2025   4,276,389    - 
Total   4,276,389    1,365,000 
Unamortized discount   (1,474,163)   - 
Convertible debentures  $2,802,226   $1,365,000 
v3.25.0.1
LOSS PER SHARE (Tables)
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted loss per share for the three-month periods ended December 31, 2024 and 2023 was based on the net losses attributable to common shareholders. The following table sets forth the computation of basic and diluted loss per share:

 

  

Three months ended
December 31, 2024

  

Three months ended
December 31, 2023

 
         
Net loss  $(1,828,721)  $(751,881)
Weighted average common shares outstanding   551,503    551,503 
           
Basic and diluted loss per share  $(3.32)  $(1.36)
v3.25.0.1
EQUITY (Tables)
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
SCHEDULE OF STOCK OPTION TRANSACTIONS

Stock option transactions are summarized as follows:

 

   Number
of options
   Weighted Average
Exercise Price
 
         
Balance, September 30, 2023   20,313   $54.23 
Cancelled   (10,208)   55.24 
           
Balance, September 30, 2024   10,105   $53.21 
Granted   65,000    2.44 
Cancelled   (5,938)   61.01 
Balance, December 31, 2024   69,167   $4.41 
           
Exercisable at December 31, 2024   69,167   $4.41 
SCHEDULE OF STOCK OPTIONS OUTSTANDING

As December 31, 2024, the following stock options were outstanding:

 

Number of Options   Exercise Price   Issuance Date  Expiry Date
 417   $84.00   December 4, 2017  December 4, 2027
 1,250   $9.00   March 16, 2020  March 16, 2030
 2,500   $40.32   October 6, 2021  October 6, 2031
 65,000   $2.44   October 2, 2024  October 2, 2034
 69,167            
SCHEDULE OF WARRANTS TRANSACTIONS

Warrant transactions are summarized as follows:

 

   Number
of Warrants
  

Weighted Average

Exercise Price

 
         
Balance, September 30, 2023   279,746   $39.79 
Granted   401,810    4.08 
Cancelled   (500)   4.08 
Expired   (4,393)   95.90 
           
Balance, September 30, 2024   676,663   $18.25 
Granted   2,236,551    1.91 
Cancelled   (401,310)   4.08 
           
Balance, December 31, 2024   2,511,904   $5.92 
SCHEDULE OF WARRANTS OUTSTANDING

As December 31, 2024, the following warrants were outstanding:

 

Number of Warrants   Exercise Price   Issuance Date  Expiry Date
            
 149,447   $50.40   March 29, 2022  March 29, 2027
 73,823   $18.00   June 30, 2023  June 30, 2028
 52,083   $33.60   September 30, 2021  September 30, 2031
 2,236,551   $1.91   November 1, 2024  November 1, 2034
 2,511,904            
v3.25.0.1
BACKGROUND (Details Narrative)
3 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Date of incorporation Apr. 24, 2017
v3.25.0.1
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Nov. 01, 2024
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Accounting Policies [Abstract]        
Loss incurred   $ 18,018,373    
Working capital deficit   5,934,270    
Proceeds from debt financing subscriptions   601,601  
Gross proceeds from convertible debenture financing   4,276,389    
Settlement of convertible debenture   $ 1,365,000    
Maturity date   Sep. 12, 2024   Sep. 12, 2024
Accrued interest $ 59,788 $ 59,788    
v3.25.0.1
SCHEDULE OF REVENUE DISAGGREGATED BY PRODUCT TYPE AND GEOGRAPHIC AREAS (Details) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers $ 123,215 $ 47,651
TEXAS    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 123,215 29,624
NEW MEXICO    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 18,027
Crude Oil [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 123,215 47,651
Crude Oil [Member] | TEXAS    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 123,215 29,624
Crude Oil [Member] | NEW MEXICO    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers 18,027
Natural Gas [Member]    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers
Natural Gas [Member] | TEXAS    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers
Natural Gas [Member] | NEW MEXICO    
Disaggregation of Revenue [Line Items]    
Revenue from contracts with customers
v3.25.0.1
REVENUE (Details Narrative) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Receivables $ 45,420 $ 26,873
v3.25.0.1
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Concentration Risk [Line Items]      
Non trade receivables current $ 16,843   $ 18,060
Credit losses on receivables $ 9,587  
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 100.00% 62.00%  
Trade Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Receivables $ 45,420   $ 26,873
v3.25.0.1
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Property, Plant and Equipment [Abstract]    
Oil and natural gas properties, at cost $ 10,846,097 $ 10,600,489
Less: accumulated depletion (384,829) (330,036)
Oil and natural gas properties, net 10,461,268 10,270,453
Other property and equipment, at cost 18,505 18,505
Less: accumulated depreciation (8,636) (7,710)
Other property and equipment, net 9,869 10,795
Property and equipment, net $ 10,471,137 $ 10,281,248
v3.25.0.1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Depletion and depreciation $ 55,719 $ 21,978
v3.25.0.1
LEASES (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Lease payments       $ 113,638
Accretion expense       $ 12,346
Operating lease expenses     $ 21,554  
Variable lease expenses     $ 14,947  
Lease Agreement [Member] | Office Premises [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Lease term November 2025      
Loss on termination of lease   $ 38,825    
v3.25.0.1
SCHEDULE OF ASSETS RETIREMENT OBLIGATIONS (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Asset Retirement Obligation Disclosure [Abstract]    
Asset retirement obligations, beginning of the year $ 392,977 $ 260,167
Obligations recognized 27,859
Obligations derecognized
Revisions of estimates 68,159
Accretion expense 14,971 36,792
Asset retirement obligations, ending of the year $ 407,948 $ 392,977
v3.25.0.1
ASSET RETIREMENT OBLIGATIONS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Asset Retirement Obligation Disclosure [Abstract]    
Asset retirement obligation, revision of estimate $ 68,159
Reclamation deposits $ 75,000 $ 75,000
v3.25.0.1
SCHEDULE OF SECURED CONVERTIBLE DEBENTURES (Details) - Senior Secured Convertible Debenture [Member] - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Short-Term Debt [Line Items]    
Total $ 4,276,389 $ 1,365,000
Unamortized discount (1,474,163)
Convertible debentures 2,802,226 1,365,000
September 12, 2024 [Member]    
Short-Term Debt [Line Items]    
Total 1,365,000
November 1, 2025 [Member]    
Short-Term Debt [Line Items]    
Total $ 4,276,389
v3.25.0.1
SCHEDULE OF SECURED CONVERTIBLE DEBENTURES (Details) (Parenthetical)
3 Months Ended
Dec. 31, 2024
Nov. 01, 2024
Sep. 30, 2024
Sep. 30, 2023
Short-Term Debt [Line Items]        
Interest rate   10.00% 10.00% 6.00%
Senior Secured Convertible Debenture [Member] | September 12, 2024 [Member]        
Short-Term Debt [Line Items]        
Interest rate 10.00%      
Maturity period September 12, 2024      
Senior Secured Convertible Debenture [Member] | November 1, 2025 [Member]        
Short-Term Debt [Line Items]        
Interest rate 10.00%      
Maturity period November 1, 2025      
v3.25.0.1
DEBT (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
Nov. 01, 2024
USD ($)
$ / shares
shares
Oct. 31, 2024
USD ($)
shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
Apr. 28, 2023
USD ($)
Short-Term Debt [Line Items]              
Principal loan amount   $ 1,365,000         $ 209,497
Common share purchase warrants | shares   401,310          
Interest rate 10.00%       10.00% 6.00%  
Debt maturity date     Sep. 12, 2024   Sep. 12, 2024    
Conversion price | $ / shares         $ 3.40    
Debt extinguishment of loss     $ 105,349      
Warrants and rights outstanding, term     5 years   5 years    
Unamortized debt discount     $ 1,474,163        
Proceeds allocated to warrants         $ 431,666    
Received loan from former director         45,000    
Principal payment $ 1,365,000            
Accrued interest 59,788   59,788        
Proceeds allocated to warrants     1,792,002        
Unpaid principal loan amount     $ 115,936   $ 115,936    
Measurement Input, Risk Free Interest Rate [Member]              
Short-Term Debt [Line Items]              
Warrants and rights outstanding, measurement input     3.06   3.41    
Measurement Input, Price Volatility [Member]              
Short-Term Debt [Line Items]              
Warrants and rights outstanding, measurement input     125.14   128.69    
Measurement Input, Expected Dividend Rate [Member]              
Short-Term Debt [Line Items]              
Warrants and rights outstanding, measurement input     0   0    
Measurement Input, Discount Rate [Member] | Warrant [Member]              
Short-Term Debt [Line Items]              
Unamortized debt discount         $ 832    
Senior Secured Convertible Debenture [Member]              
Short-Term Debt [Line Items]              
Principal loan amount         $ 1,365,000    
Common share purchase warrants | shares         401,310    
Accrued interest         $ 50,008    
New Debenture [Member]              
Short-Term Debt [Line Items]              
Principal amount   $ 59,788          
Convertible Debenture [Member]              
Short-Term Debt [Line Items]              
Proceeds from issuance of debt 1,424,788            
Private Placement [Member]              
Short-Term Debt [Line Items]              
Convertible debentures issued | shares         1,365    
Gross proceeds         $ 1,365,000    
Private Placement [Member] | Warrant [Member]              
Short-Term Debt [Line Items]              
Principal loan amount 2,236,551            
Private Placement [Member] | Senior Secured Convertible Debenture [Member]              
Short-Term Debt [Line Items]              
Convertible debentures issued | shares         500    
Principal loan amount         $ 1,000    
Common share purchase warrants | shares         294    
Warrant exercisable period         5 years    
Exercise price of warrants or rights | $ / shares         $ 4.08    
Common share purchase warrants | shares         1    
Warrants per unit | shares         294    
Debt extinguishment of loss         $ 495,051    
Fair value of the amended warrants         494,219    
Private Placement [Member] | Convertible Debenture [Member]              
Short-Term Debt [Line Items]              
Principal loan amount $ 4,276,389            
Warrant exercisable period 5 years            
Exercise price of warrants or rights | $ / shares $ 1.91            
Received loan from former director         4,276,389    
Proceeds from subscription         $ 2,250,000    
Private Placement [Member] | One Convertible Debenture [Member]              
Short-Term Debt [Line Items]              
Principal loan amount $ 1,000            
Common share purchase warrants | shares 523            
v3.25.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Apr. 29, 2024
May 01, 2022
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Oct. 31, 2024
Oct. 01, 2024
Aug. 31, 2024
Employee settlment description Further, the terms of this employment agreement provide that if Mr. Taillon’s employment with the Company is terminated without “cause” (as defined in the agreement) than Mr. Taillon is entitled to a severance payment equal to two years of base salary and a bonus equal to 50% of his annual base salary.              
Annual base salary, percentage     20.00%          
Lump sum settlment payment           $ 100,000    
Monthly payments             $ 7,500  
Fair value of vehicle               $ 35,155
Settlement liabilities current         $ 145,000      
Bradley Taillon [Member] | Employee Agreement [Member]                
Annual base salary $ 250,000              
Related party transaction description Mr. Taillon is also eligible on an annual basis for a cash bonus of up to 100% of annual salary and additional performance bonuses ranging from $50,000 to $750,000 upon the closing of a qualified financing with proceeds to the Company of $1 million or greater.              
Management salary     $ 62,500          
Performance bonus     50,000          
Bradley Taillon [Member] | Employee Agreement [Member] | Minimum [Member]                
Management salary $ 50,000              
Bradley Taillon [Member] | Employee Agreement [Member] | Maximum [Member]                
Management salary $ 750,000              
Chief Financial Officer [Member] | Employee Agreement [Member]                
Annual base salary   $ 50,000            
Related party transaction description   Mr. Montgomery is also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors. The employment agreement may be terminated with a termination payment equal to two months of base salary.            
Management salary     12,500 $ 12,500        
Mehran Ehsan [Member] | Employee Agreement [Member]                
Annual base salary     $ 250,000          
Related party transaction description     Mr. Ehsan was also eligible on an annual basis for a cash bonus of up to 100% of annual salary, subject to the discretion of the board of directors.          
Management salary       $ 62,500        
v3.25.0.1
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]    
Net loss $ (1,828,721) $ (751,881)
Weighted average common shares outstanding, Basic 551,503 551,503
Weighted average common shares outstanding, Diluted 551,503 551,503
Basic loss per share $ (3.32) $ (1.36)
Diluted loss per share $ (3.32) $ (1.36)
v3.25.0.1
LOSS PER SHARE (Details Narrative) - shares
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Earnings Per Share [Abstract]        
Number of options 69,167   16,980  
Number of warrants 2,511,904 676,663 275,353 279,746
v3.25.0.1
SCHEDULE OF STOCK OPTION TRANSACTIONS (Details) - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Equity [Abstract]    
Number of options, Beginning balance 10,105 20,313
Weighted Average Exercise Price, Beginning balance $ 53.21 $ 54.23
Number of options, Beginning balance (5,938) (10,208)
Weighted Average Exercise Price, Beginning balance $ 61.01 $ 55.24
Number of options, Beginning balance 65,000  
Weighted Average Exercise Price, Beginning balance $ 2.44  
Number of options, Ending balance 69,167 10,105
Weighted Average Exercise Price, Ending balance $ 4.41 $ 53.21
Number of options, Beginning balance 69,167  
Weighted Average Exercise Price, Beginning balance $ 4.41  
v3.25.0.1
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Offsetting Assets [Line Items]      
Number of Options 69,167 10,105 20,313
Exercise Price $ 4.41 $ 53.21 $ 54.23
Stock Option One [Member]      
Offsetting Assets [Line Items]      
Number of Options 417    
Exercise Price $ 84.00    
Issuance Date Dec. 04, 2017    
Expiry Date Dec. 04, 2027    
Stock Option Two [Member]      
Offsetting Assets [Line Items]      
Number of Options 1,250    
Exercise Price $ 9.00    
Issuance Date Mar. 16, 2020    
Expiry Date Mar. 16, 2030    
Stock Option Three [Member]      
Offsetting Assets [Line Items]      
Number of Options 2,500    
Exercise Price $ 40.32    
Issuance Date Oct. 06, 2021    
Expiry Date Oct. 06, 2031    
Stock Option Four [Member]      
Offsetting Assets [Line Items]      
Number of Options 65,000    
Exercise Price $ 2.44    
Issuance Date Oct. 02, 2024    
Expiry Date Oct. 02, 2034    
v3.25.0.1
SCHEDULE OF WARRANTS TRANSACTIONS (Details) - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Equity [Abstract]    
Number of Warrants, Beginning balance 676,663 279,746
Weighted Average Exercise Price, Beginning balance $ 18.25 $ 39.79
Number of Warrants, Granted 2,236,551 401,810
Weighted Average Exercise Price, Granted $ 1.91 $ 4.08
Number of Warrants, Cancelled (401,310) (500)
Weighted Average Exercise Price, Cancelled $ 4.08 $ 4.08
Number of Warrants, Expired   (4,393)
Weighted Average Exercise Price, Expired   $ 95.90
Number of Warrants, Ending balance 2,511,904 676,663
Weighted Average Exercise Price, Ending balance $ 5.92 $ 18.25
v3.25.0.1
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Class of Warrant or Right [Line Items]        
Number of Warrants 2,511,904 676,663 275,353 279,746
Exercise Price $ 5.92 $ 18.25   $ 39.79
Warrant One [Member]        
Class of Warrant or Right [Line Items]        
Number of Warrants 149,447      
Exercise Price $ 50.40      
Issuance Date Mar. 29, 2022      
Expiry Date Mar. 29, 2027      
Warrant Two [Member]        
Class of Warrant or Right [Line Items]        
Number of Warrants 73,823      
Exercise Price $ 18.00      
Issuance Date Jun. 30, 2023      
Expiry Date Jun. 30, 2028      
Warrant Three [Member]        
Class of Warrant or Right [Line Items]        
Number of Warrants 52,083      
Exercise Price $ 33.60      
Issuance Date Sep. 30, 2021      
Expiry Date Sep. 30, 2031      
Warrant Four [Member]        
Class of Warrant or Right [Line Items]        
Number of Warrants 2,236,551      
Exercise Price $ 1.91      
Issuance Date Nov. 01, 2024      
Expiry Date Nov. 01, 2034      
v3.25.0.1
EQUITY (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Equity [Abstract]      
Common stock, shares authorized Unlimited   Unlimited
Common stock, par value $ 0   $ 0
Common stock, shares issued 551,503   551,503
Common stock, shares outstanding 551,503   551,503
Percentage issued and outstanding for common stock 20.00%    
Aggregate intrinsic value of warrants outstanding  
Exercise price range, minimum $ 2.44    
Exercise price range, maximum $ 84    
Weighted average remaining contractual life 9 years 6 months 10 days    
Recognized share-based payment expense $ 135,237  
Risk-free interest rate 2.80%    
Expected life 5 years    
Annualized volatility 126.02%    
Dividend rate 0.00%    
v3.25.0.1
CONTINGENCIES (Details Narrative)
Dec. 31, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Loss contingency claims from trade vendor $ 594,656
Loss contingency accrual product liability net $ 571,703

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