Current Report Filing (8-k)
June 24 2022 - 4:53PM
Edgar (US Regulatory)
0001368637
false
0001368637
2022-06-11
2022-06-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 11, 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 Road, Suite 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
Energy Corporation (“Petrolia” or the “Company”), the parent company of Petrolia Canada Corporation (“Petrolia
Canada”) entered into a Letter Agreement on June 11, 2022, dated effective as of June 1, 2022 (the “Agreement”) with
Blue Sky Resources Ltd. (“BSR”), a Canadian company, to sell Petrolia Canada’s fifty percent (50%) Working Interest
in the Utikuma Lake Oil Field (the “Asset”) in Alberta, Canada to BSR.
Under
the Agreement, BSR agreed to purchase Petrolia Canada’s fifty percent (50%) Working Interest in the Asset for the purchase price
of SIX MILLION CANADIAN DOLLARS ($6,000,000.00 CAD). The parties specifically agreed that (i) BSR would deposit SIX HUNDRED THOUSAND
CANADIAN DOLLARS ($600,000.00 CAD) in an escrow account upon execution of the Agreement; and (ii) at closing the remaining FIVE MILLION
FOUR HUNDRED THOUSAND CANADIAN DOLLARS ($5,400,000.00 CAD) would be paid subject to the following two (2) Petrolia Canada debt deductions:
(i) a loan repayment in the amount of TWO MILLION FIFTY-ONE THOUSAND ONE HUNDRED FIFTY-TWO US DOLLARS ($2,051,152.00 US) plus interest
of ONE HUNDRED FORTY-ONE THOUSAND NINE HUNDRED SIXTY-FOUR US DOLLARS ($141,964.00 US); and (ii) a security release against the Asset
in the amount of EIGHT HUNDRED SEVENTY-FOUR THOUSAND US DOLLARS ($874,000.00 US).
Additionally,
Petrolia Canada and BSR agreed that an audit to reconcile all operating accounts and to determine any accounts owing between Petrolia
Canada and BSR and a Pre-closing Settlement (“PCS”) Statement of accounts to be provided to Petrolia Canada by BSR would
be completed prior to closing.
The
closing of the purchase and sale transaction covered by this Letter Agreement shall occur five (5) days after the PCS Statement has been
agreed to between the parties.
A
copy of the Letter Agreement is being submitted as Exhibit 1.0 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 |
|
|
|
/s/
Mark M. Allen |
|
Mark
M. Allen |
|
Chief
Executive Officer |
|
|
|
Date:
June 24, 2022 |
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