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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Permex Petroleum Corp. 8-K:8,9 2/28/24 11:241K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-99.1 Miscellaneous Exhibit HTML 21K 6: R1 Cover HTML 44K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- form8-k_htm XML 16K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- oilcf-20240228_lab XML 96K 5: EX-101.PRE XBRL Presentations -- oilcf-20240228_pre XML 64K 3: EX-101.SCH XBRL Schema -- oilcf-20240228 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001493152-24-008287-xbrl Zip 21K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i February 28, 2024
i Permex Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| i 001-41558 | i 98-1384682 | |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 75219 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. i ☐
Securities registered pursuant to Section 12(b) of the Act:
None
| Item 8.01 | Other Events |
On February 28, 2024, Permex Petroleum Corporation (the “Company”) announced by press release that the Company intends to complete a private placement (the “Offering”) of convertible debenture units of the Company (the “Units”) for gross proceeds of up to $20,000,000. Each Unit will consist of one convertible debenture (a “Debenture”) in the principal amount of $1,000 and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable for a period of five years from the date of issuance for one common share of the Company (a “Share”) at an exercise price of $4.08.
The Debentures will mature (the “Maturity Date”) on the earlier of: (i) one-year from the date of issuance or (ii) three-months from the date of issuance if the Company does not enter into a securities exchange, unit purchase or merger agreement with a third party to the reasonable satisfaction of a majority of the holders of Debentures. The Debentures will bear simple interest at a rate of 10%, payable on the Maturity Date or the date on which all or any portion of the Debenture is repaid. Interest will be paid in cash or Shares based on a conversion price of $3.40 (the “Conversion Price”), subject to the approval of the Canadian Securities Exchange.
At any time prior to the Maturity Date, a holder of Debentures may elect to convert the outstanding principal and any accrued and unpaid interest thereon into Shares at the Conversion Price. The Debentures will automatically convert into Shares at the Conversion Price in the event the Company completes a financing of Shares for aggregate gross proceeds of at least $7,500,000.
The proceeds of the Offering are expected to be used for general working capital purposes as well as potential mergers and acquisitions.
The Units being offered in the Offering will be offered only to persons who either qualify as an “accredited investor” as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or who are located outside of the United States and are not a “U.S. person” as defined in Regulation S under the U.S. Securities Act. None of the securities to be offered in the Offering or the underlying securities have been registered under the U.S. Securities Act or under any U.S. state securities laws and may not be offered or sold absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
A copy of the Company’s press release announcing the Offering is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Units in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release February 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Permex Petroleum Corporation | ||
| February 29, 2024 | By: | /s/ Mehran Ehsan |
| Mehran Ehsan | ||
| Chief Executive Officer | ||
| -3- |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | None on these Dates | ||
| For Period end: | 2/28/24 | |||
| List all Filings | ||||