PETROTERRA CORP (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive Agreement

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PETROTERRA CORP (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On January 12, 2017, PetroTerra Corp. (the
Company) issued to an institutional investor
(the Lender) a senior convertible note in the
aggregate principal amount of $240,000 (the
Note), for an aggregate purchase price of
$30,000. The principal due under the Note accrues interest at a
rate of 12% per annum. All principal and accrued interest under
the Note is due six months following the issue date of the Note,
and is convertible into shares of the Companys common stock, par
value $0.001 (Common Stock), at a conversion
price equal to 50% of the lowest volume-weighted average price
for the previous ten trading days immediately preceding the
conversion. The Note includes anti-dilution protection, as well
as customary events of default, including non-payment of the
principal or accrued interest due on the Note. Upon an event of
default, all obligations under the Note will become immediately
due and payable and the Company will be required to make certain
payments to the Lender. Subsequent to the Notes issuance, on
February 15, 2017, the Lender notified the Company that it had
assigned a portion of the Note to a third party independent of
the Company.

The foregoing summary of the terms of the Note is subject to, and
qualified in its entirety by, the agreements and instruments
attached hereto as Exhibit 4.1, which are incorporated by
reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 above with respect to
the Note is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to
the issuance of the Note is incorporated herein by reference. The
issuance of the Note was made in reliance upon the exemption from
the registration requirements of the Securities Act of 1933, as
amended (the Act), to Section 4(a)(2) of the
Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
4.1 Form of Senior Convertible Note


About PETROTERRA CORP (OTCMKTS:PTRA)

PetroTerra Corp. is a development-stage company. The Company holds oil and gas leases for property in the Central Utah Thrust Belt in Sevier County and Beaver County, Utah. As of March 31, 2016, the Company’s leases covered 5,950.54 gross acres in Sevier and Beaver counties in southwest Utah. The Company’s Sevier leases are UTU-89243 and UTU-89244, and its Beaver county lease is UTU-86466. As of March 31, 2016, the Company had not generated any revenues. The Company focuses on seeking a strategic alternative both inside and outside of the oil and gas market. The Company was an independent exploration and development company focused on the acquisition of property.

PETROTERRA CORP (OTCMKTS:PTRA) Recent Trading Information

PETROTERRA CORP (OTCMKTS:PTRA) closed its last trading session down -0.0055 at 0.0300 with 300 shares trading hands.