Exhibit 99.1
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): October 19, 2023
Permex Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
| 001-41558 | 98-1384682 | |
(Commission File Number) |
(IRS Employer Identification No.) |
2911 Turtle Creek Blvd., Suite 925 Dallas, Texas 75219 |
75219 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(469) 804-1306
(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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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).
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. ☐
Item 7.01 Regulation FD Disclosure
On October 25, 2023 the Company posted the attached investor presentation in the investor relations section of the Company’s web site at www.permexpetroleum.com. A copy of the investor presentation is attached hereto as Exhibit 99.2, and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.
Item 8.01 Other Events
On October 19, 2023, the Permex Petroleum Corporation (the “Company”) announced that it will be consolidating all of its issued and outstanding common shares (the “Shares”) on the basis of one (1) post-consolidated Share for every four (4) pre-consolidated Shares held (the “Consolidation”). The Company’s board of directors approved the Consolidation on September 13, 2023, and set October 23, 2023 as the effective date of the Consolidation. As of the date of the Consolidation, the Company had 2,206,014 Shares issued and outstanding, which were reduced to approximately 551,504 Shares issued and outstanding as a result of the Consolidation. A copy of the press release announcing the Consolidation is attached hereto as Exhibit 99.2, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 99.1 | Investor Presentation | |
| 99.2 | Press Release dated October 19, 2023 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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 | ||
| October 25, 2023 | By: | /s/ Mehran Ehsan |
| Mehran Ehsan | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Exhibit 99.2
Permex Petroleum Corporation to Consolidate its Common Shares
VANCOUVER, British Columbia, October 19, 2023 – Permex Petroleum Corporation (CSE: OIL) (OTCQB: OILCF) (FSE: 75P) (“Permex” or the “Company”) announces that the Company will be consolidating all of its issued and outstanding common shares (the “Shares”) on the basis of one (1) post-consolidated Share for every four (4) pre-consolidated Shares held (the “Consolidation”).
The Company’s board of directors approved the Consolidation on September 13, 2023, and set October 23, 2023 as the effective date of the Consolidation. Trading of the Shares on a post-Consolidation basis on the Canadian Securities Exchange (“CSE”), Frankfurt Stock Exchange and the OTCQB is expected to commence on or about October 24, 2023, subject to final approval by the CSE and the Financial Industry Regulatory Authority. The new CUSIP number for the post-Consolidation Shares will be 71422P303 and the new ISIN number will be CA71422P3034. The Company’s name and stock symbols will remain unchanged following the Consolidation.
No fractional Shares will be issued as a result of the Consolidation. Any fractional Shares will be rounded either up or down to the nearest whole number of Shares. Specifically, each fractional Share remaining as a result of the Consolidation that is less than half of a Share will be cancelled and each fractional Share that is at least half of a Share will be changed to one whole Share. The exercise price and number of Shares issuable pursuant to the exercise of any outstanding securities convertible or exercisable into common shares, including options and warrants, will also be adjusted in accordance with the Consolidation ratio.
As of the date hereof, the Company has 2,206,014 Shares issued and outstanding. The Consolidation will reduce the number of outstanding Shares to approximately 551,504 Shares issued and outstanding.
The registered shareholders of the Company (the “Shareholders”) will receive a letter of transmittal (each a “Letter of Transmittal”) with respect to the Consolidation, with information on how to surrender share certificates or DRS statement(s) representing pre-consolidated Shares to the Company’s transfer agent, TSX Trust Company (“TSX”). All Shareholders who submit a duly completed Letter of Transmittal along with their respective Share certificate(s) representing the pre-consolidated Shares to the Company’s transfer agent, TSX, will receive a certificate or DRS statement(s) representing the post-consolidated Shares.
The Consolidation is intended to make the Shares more attractive to new and current investors.
About Permex Petroleum Corporation
Permex Petroleum is a uniquely positioned junior oil and gas company with assets and operations across the Permian Basin of West Texas and the Delaware Sub-Basin of New Mexico. The Company focuses on combining its low-cost development of Held by Production assets for sustainable growth with its current and future Blue-Sky projects for scale growth. The Company, through its wholly owned subsidiary, Permex Petroleum US Corporation, is a licensed operator in both states, and owns and operates on private, state and federal land. For more information, please visit www.permexpetroleum.com.
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Contact Information
Permex Petroleum Corporation
Mehran Ehsan
President, Chief Executive Officer & Director
(214) 459-2782
Gregory Montgomery
Chief Financial Officer
(214) 459-2782
Or for investor relations, please contact:
Renmark Financial Communications Inc.
Steve Hosein: shosein@renmarkfinancial.com
Tel.: (416) 644-2020 or (212)-812-7680
www.renmarkfinancial.com
Cautionary Note Regarding Forward-Looking Statements: This news release contains forward-looking statements relating to the effective date of the Consolidation, the number of Shares outstanding following the Consolidation, the treatment of fractional shares in the Consolidation, the effect of the Consolidation on the market for the Shares and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include those relating to the ability to complete the Consolidation on the effective date, the number of post-Consolidation Shares is different from the number set out herein and the treatment of fractional shares in the Consolidation is different from what is set out herein and other risks detailed from time to time in the filings made by the Company with the U.S. Securities and Exchange Commission and the Canadian securities regulators.
You are cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. You are cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by these cautionary statements. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable law.