Current Report Filing (8-k)
February 28 2022 - 4:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): February 16, 2022
Petrolia
Energy Corporation
(Exact
name of registrant as specified in its charter)
Texas |
|
000-52690 |
|
86-1061005 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
710 N.
Post Oak Rd., Ste. 400, Houston, Texas |
|
77024 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (832) 723-1266
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Shares |
|
BBLS |
|
OTC Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
PETROLIA
ENERGY CORPORATION
Item
8.01 Other Events
Petrolia
Canada Corporation (“Petrolia Canada”), a wholly owned subsidiary of Petrolia Energy Corporation (“Petrolia”
or the “Company”), entered into the following two simultaneous transactions with Prospera Energy, Inc. (“Prospera”),
each dated February 16, 2022: a Purchase and Sale Agreement (“PSA”) and a Debt Settlement Agreement (“Debt Settlement”).
Pursuant
to the PSA and Debt Settlement between Prospera and Petrolia Canada, Prospera agreed to purchase, and Petrolia Canada agreed to sell
and assign to it an undivided twenty-eight percent (28%) working interest in the Cuthbert, Luseland, and Hearts Hill assets in Saskatchewan
and Alberta, Canada (collectively, the “Assets”).
Under
the PSA and Debt Settlement between Prospera and Petrolia Canada, the parties specifically agreed to the following: (i) forgiveness of
the debt owed by Petrolia Canada to Prospera in the amount of ONE MILLION SEVEN HUNDRED TWENTY THOUSAND SIX HUNDRED THIRTEEN DOLLARS
($1,720.613.00), being the total of combined Original and Secondary Debt arising from joint interest billings; (ii) the issuance by Prospera
of a FIVE HUNDRED TEN THOUSAND DOLLAR ($510,000.00) convertible debenture in it to Petrolia Canada, which Petrolia Canada can elect to
convert to common share units; and (iii) a total cash amount of SEVENTY-FIVE THOUSAND CANADIAN DOLLARS ($75,000.00 CAD) to be made by
Prospera to Petrolia Canada in five (5) equal installment payments.
The
transactions entered into through the PSA and Debt Settlement agreements have resulted in the Company’s divestment of all their
working interest in the Assets. A copy of the PSA and Debt Settlement are being submitted as exhibits with this filing.
Item
9.01. Financial Statements and Exhibits.
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Petrolia Energy Corporation |
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|
|
/s/
Mark M. Allen |
|
Mark
M. Allen
Chief
Executive Officer |
|
|
|
Date: February 28, 2022 |
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