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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/27/21 Petrolia Energy Corp. 10-Q 6/30/19 79:5.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 412K
2: EX-4.01 Instrument Defining the Rights of Security Holders HTML 25K
3: EX-10.19 Material Contract HTML 65K
4: EX-10.20 Material Contract HTML 23K
5: EX-10.21 Material Contract HTML 47K
6: EX-10.22 Material Contract HTML 65K
7: EX-10.23 Material Contract HTML 28K
9: EX-10.24 Material Contract HTML 36K
8: EX-10.25 Material Contract HTML 21K
10: EX-10.26 Material Contract HTML 27K
11: EX-10.27 Material Contract HTML 27K
12: EX-14.3 Code of Ethics HTML 94K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
23: R1 Document and Entity Information HTML 51K
24: R2 Condensed Consolidated Balance Sheets HTML 111K
25: R3 Condensed Consolidated Balance Sheets HTML 40K
(Parenthetical)
26: R4 Condensed Consolidated Statements of Operations HTML 100K
and Comprehensive Loss (Unaudited)
27: R5 Condensed Consolidated Statements of Changes in HTML 88K
Stockholders' Equity (Unaudited)
28: R6 Condensed Consolidated Statements of Cash Flows HTML 149K
(Unaudited)
29: R7 Organization and Basis of Presentation HTML 26K
30: R8 Summary of Significant Accounting Policies HTML 29K
31: R9 Going Concern HTML 26K
32: R10 Evaluated Properties HTML 41K
33: R11 Notes Payable HTML 44K
34: R12 Related Party Notes Payable HTML 40K
35: R13 Derivative Financial Instruments HTML 36K
36: R14 Asset Retirement Obligations HTML 35K
37: R15 Equity HTML 43K
38: R16 Related Party Transactions HTML 28K
39: R17 Segment Reporting HTML 53K
40: R18 Revision of Prior Period Interim Financial HTML 45K
Statements
41: R19 Subsequent Events HTML 36K
42: R20 Summary of Significant Accounting Policies HTML 31K
(Policies)
43: R21 Evaluated Properties (Tables) HTML 40K
44: R22 Notes Payable (Tables) HTML 45K
45: R23 Related Party Notes Payable (Tables) HTML 42K
46: R24 Derivative Financial Instruments (Tables) HTML 39K
47: R25 Asset Retirement Obligations (Tables) HTML 35K
48: R26 Equity (Tables) HTML 43K
49: R27 Segment Reporting (Tables) HTML 52K
50: R28 Revision of Prior Period Interim Financial HTML 40K
Statements (Tables)
51: R29 Evaluated Properties (Details Narrative) HTML 33K
52: R30 Evaluated Properties - Schedule of Acquired and HTML 58K
Current Properties (Details)
53: R31 Notes Payable - Schedule of Notes Payable HTML 61K
(Details)
54: R32 Notes Payable - Schedule of Notes Payable HTML 151K
(Details) (Parenthetical)
55: R33 Notes Payable - Schedule of Future Minimum HTML 36K
Repayments of Notes Payable (Details)
56: R34 Related Party Notes Payable (Details Narrative) HTML 31K
57: R35 Related Party Notes Payable - Schedule of Related HTML 60K
Party Notes Payable (Details)
58: R36 Related Party Notes Payable - Schedule of Related HTML 99K
Party Notes Payable (Details) (Parenthetical)
59: R37 Related Party Notes Payable - Schedule of Future HTML 29K
Minimum Repayments of Related Party Notes Payable
(Details)
60: R38 Derivative Financial Instruments (Details HTML 28K
Narrative)
61: R39 Derivative Financial Instrument - Schedule of Fair HTML 33K
Value of Derivative Liabilites (Details)
62: R40 Derivative Financial Instruments - Schedule of HTML 30K
Derivative Liabilities (Details)
63: R41 Derivative Financial Instruments - Schedule of HTML 36K
Fair Value Assumptions of Derivative Liability
(Details)
64: R42 Asset Retirement Obligations - Schedule of Fair HTML 27K
value of Asset Retirement Obligations (Details)
65: R43 Asset Retirement Obligations - Schedule of Asset HTML 41K
Retirement Obligations (Details)
66: R44 Equity (Details Narrative) HTML 67K
67: R45 Equity - Schedule of Common Stock Purchase HTML 41K
Warrants Issued and Outstanding (Details)
68: R46 Equity - Schedule of Warrants Issuances During HTML 38K
Period (Details)
69: R47 Equity - Schedule of Fair Value of Assumptions HTML 34K
(Details)
70: R48 Related Party Transactions (Details Narrative) HTML 48K
71: R49 Segment Reporting - Schedule of Result of HTML 41K
Operation from Production Activity (Details)
72: R50 Segment Reporting - Schedule of Revenues Derived HTML 27K
from Major Customers (Details)
73: R51 Revision of Prior Period Interim Financial HTML 55K
Statements - Schedule of Condensed Consolidated
Statement of Operations and Comprehensive Loss
(Details)
74: R52 Revision of Prior Period Interim Financial HTML 33K
Statements - Schedule of Condensed Consolidated
Statement of Changes in Stockholders' Equity
(Details)
75: R53 Revision of Prior Period Interim Financial HTML 40K
Statements - Schedule of Consolidated Statement of
Cash Flows (Details)
76: R54 Subsequent Events (Details Narrative) HTML 197K
78: XML IDEA XML File -- Filing Summary XML 124K
77: EXCEL IDEA Workbook of Financial Reports XLSX 92K
17: EX-101.INS XBRL Instance -- bbls-20190630 XML 1.47M
19: EX-101.CAL XBRL Calculations -- bbls-20190630_cal XML 173K
20: EX-101.DEF XBRL Definitions -- bbls-20190630_def XML 660K
21: EX-101.LAB XBRL Labels -- bbls-20190630_lab XML 937K
22: EX-101.PRE XBRL Presentations -- bbls-20190630_pre XML 813K
18: EX-101.SCH XBRL Schema -- bbls-20190630 XSD 163K
79: ZIP XBRL Zipped Folder -- 0001493152-21-013007-xbrl Zip 124K
EXHIBIT 10.24
LETTER AGREEMENT
This Letter Agreement (“Agreement”) is entered into on December 16, 2019, between:
Blue Sky Resources Ltd (“BSR”), a body corporate duly incorporated under the laws of the Province of Alberta, with corporate office at Suite 300, 840 6th Avenue SW, Calgary, AB T2P 3E5, Canada,
AND
Petrolia Canada Corporation (“Petrolia”), a body corporate duly incorporated under the laws of the Province of Alberta, with a mailing address located at #335, 1500 – 14th Street SW, Calgary, Alberta T3C 1C9, Canada.
(BSR and Petrolia may sometimes be referred to together as “Parties”, and individually as “Party”)
(All monetary terms are in Canadian Dollars)
RECITALS:
| I. | WHEREAS, BSR is acquiring certain oil and gas producing properties (“Assets”) in Alberta, Canada, from Vermilion Energy Inc (“Vermilion”) for a purchase price of $5.5 Million under the terms of the Purchase and Sale Agreement (“PSA”) dated August 16, 2019 (PSA and Assets are attached as Exhibit A); and | |
| II. | WHEREAS, BSR has been approved by Alberta Energy Regulator (“AER”) to be a License Holder of wells and facilities in Alberta. AER’s confirmation, dated November 15, 2019, is attached as Exhibit B; and |
C:
| III. | WHEREAS, Petrolia desires to acquire a 50% interest in the Assets upon consummation of BSR’s transaction with Vermilion, subject to the conditions of the PSA; and | |
| IV. | WHEREAS, BSR is willing to sell a 50% interest in the Assets to Petrolia. |
NOW THEREFORE, in consideration of the foregoing Recitals, the Parties enter into this Agreement under the terms and conditions as set forth below:
| 1. | Purchase Price: $2,750,000. | ||
| ● | Petrolia to remit the Purchase Price in cash, (less funds already paid) to DLA Piper Trust Account for Escrow Closing (currently scheduled for January 7, 2020). All cash and assignments shall be held in escrow until all documents are filed with AER and confirmation received from AER. Once such confirmation is received, cash is disbursed to Vermilion and Assignments are given to Petrolia for a 50% interest and to BSR and its other partners for the remaining 50% interest. | ||
| 2. | Interest Acquired: 50% of the Assets, subject to the terms of the PSA, to which Petrolia shall be bound. | ||
| 3. | Effective Date: June 1, 2019. All income from the Effective Date, less expenses, shall be credited to Petrolia. | ||
| 4. | Closing Date: The date when all the Parties receive their assignments, free of any encumbrances, and production credits from the Effective Date are disbursed. | ||
| 5. | Contingent Payment: As it is included in the PSA, Petrolia remains liable for 50% of a Contingent Payment to Vermillion in the amount of $3.5 Million (Petrolia’s share is $1.75 Million). As the timing of such payment is unknown, Petrolia retains an option to remove such liability by remittance of $350,000 within 3 months of Closing. Upon receipt of such payment BSR shall release Petrolia from any liability related to the Contingent Payment. | ||
C:
| 6. | Joint Operating Agreement (“JOA”): Petrolia shall be the Contract Operator of the Assets and all operations shall be governed by the terms of the JOA between Petrolia and the other Working Interest partners. | |
| 7. | Severability: the rights, duties, obligations, and responsibilities of BSR and Petrolia are several and not joint nor collective. | |
| 8. | Confidentiality: the terms of this Agreement must be held confidential by the Parties and shall not be divulged in any way to any third party by any one Party without the prior written approval of the other Party. | |
| 9. | Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada. | |
| 10. | Amendments: The Agreement may be amended only by mutual consent between the Parties. If any provision of this Agreement becomes invalid or unenforceable, the validity of other provisions shall not be affected. | |
| 11. | No Partnership: Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, constitute either Party as the agent of the other Party, nor authorize either of the Parties to make or enter into any commitments for or on behalf of the other Party. | |
| 12. | Prior Letter Agreements Void: This Agreement replaces any and all prior Letter Agreements between BSR and Petrolia regarding the Assets, and all such prior Letter Agreements are hereby voided. |
C:
IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this Agreement to be executed as of the date first written above.
| Blue Sky Resources Ltd. | Petrolia Canada Corporation | |||
 |
 | |||
| Name: | Ilyas Chaudhary | Name: | Quinten Beasley | |
| Position: | President and CEO | Position: | Sr. Vice President & Director | |
C:
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/27/21 | 10-K, 10-Q | ||
| 1/7/20 | ||||
| 12/16/19 | ||||
| 11/15/19 | ||||
| 8/16/19 | ||||
| For Period end: | 6/30/19 | 4 | ||
| 6/1/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/16/19 Petrolia Energy Corp. 10-K 12/31/18 98:17M M2 Compliance LLC/FA 5/10/19 Petrolia Energy Corp. 10-Q 9/30/18 64:4.9M M2 Compliance LLC/FA 2/25/19 Petrolia Energy Corp. 8-K:4,9 1/29/19 2:37K Loev Corp Filings Inc/FA 9/05/18 Petrolia Energy Corp. 8-K:1,2,3,8 8/31/18 4:640K Loev Corp Filings Inc/FA 7/06/18 Petrolia Energy Corp. 8-K:1,2,8 6/29/18 5:145K Loev Corp Filings Inc/FA 6/28/18 Petrolia Energy Corp. 10-Q 3/31/18 54:9.5M Loev Corp Filings Inc/FA 5/24/18 Petrolia Energy Corp. 8-K:8,9 5/21/18 5:133K Loev Corp Filings Inc/FA 5/01/18 Petrolia Energy Corp. 8-K:1,3,5,8 4/19/18 5:6.6M Loev Corp Filings Inc/FA 4/17/18 Petrolia Energy Corp. 10-K 12/31/17 76:10M Loev Corp Filings Inc/FA 11/23/15 Petrolia Energy Corp. 10-Q 9/30/15 31:1.8M Federal Filings, LLC/FA |