International Western Petroleum, Inc. (OTCMKTS:INWP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The Company’s board of directors, on July 28, 2017, adopted the 2017 Incentive Stock and Awards Plan to provide stock options and other restricted stock-based awards for employees and consultants. The plan will permit the directors or a committee of the directors to issue up to 5,000,000 shares of common stock for the awards that may be issued.

The information regarding the sale of securities by the Company detailed in Item 1.01 is incorporated herein by reference.

To carry out certain of the obligations of the Company under the Note, the Company will amend its certificate of incorporation to eliminate the current class of preferred stock and in substitution thereof create a new class of “blank check” preferred stock. Then, once the new class of “blank check” preferred stock is created, the Company will designate a series thereunder, the Class A Preferred Stock to satisfy its obligations under the Note. The details of the Class A Preferred Stock set forth in Item 1.01 above are incorporated herein by reference.

Mr. Patrick Norris was appointed to the board of directors of the Company as of August 2, 2017, as a result of his purchase of the shares of common stock detailed in Item 1.01 above. Mr. Norris was also appointed to be the Chief Executive Officer, President, Secretary and Chief Financial Officer of the Company.

Mr. Norris, 59, is the founder and has been the chief executive officer since 2004 of Norris International Services, LLC, located in New Iberia, Louisiana. Norris International Services manufactures and provides premium threaded pipe and other components for the oil and gas industry and the horizontal directional drilling trenchless industry.

Mr. Norris initially will not have a specific compensation arrangement with the Company during a transition period. During the transition period, the operations will continue to be overseen by Messrs. Tran and Ramsey, with whom the Company will have the consulting agreements detailed in Item 1.01 of this Current Report.

Mr. Benjamin Tran, a current director, has indicated as of August 2, 2017, that he will resign as a director of the Company on September 15, 2017, to pursue other activities. He will continue as a consultant to the Company, as described in Item 1.01 of this Current Report.

Dr. Benjamin Tran, Secretary of the Company, and Mr. Ross Ramsey, Chief Executive Officer, President and Chief Financial Officer of the Company, resigned their officer positions with the Company.

Currently directors will not receive separate compensation for their director activities. In the future, the board of directors may institute a compensation program for directors.

Item 3.03 of this Current Report and the description of the Class A Preferred Stock detailed in Item 1.01 are incorporated herein by reference for actions that will be taken by the board of directors and submitted to the stockholders as an amendment to the certificate of incorporation. Also see Item 8.01 of this Current Report.

The bylaws were amended by action of the board of directors to expand the number of director positions to three, and the empty position was filled by appointment of Mr. Patrick Norris to the board of directors.

Management of the Company plans to seek shareholder approval for additional changes to the certificate of incorporation to be able to implement a reverse split of the common stock and other changes in the amount of authorized but unissued shares of common stock.

The Company plans on holding an annual meeting of the shareholders in the near future. Currently, the items to be decided upon at the meeting the shareholders will include the following matters: (1) the election of directors, (2) an amendment to the certificate of incorporation to eliminate the current single class of preferred stock and in substitution approve a class of “blank check” preferred stock that would allow the board of directors, without further action of the shareholders to designate one or more classes of preferred stock with terms as they determine from time to time, (3) change the corporate name, (4) approve a reverse split of the common stock up to a maximum of eight shares into one share and preservation of round lots and increase the authorized common stock of the Company to provide sufficient shares of Common Stock after the reverse split, and (5) approve an equity award plan for up to 5,000,000 (adjusted and increased for the reverse split) shares and such other matters as may be necessary or advisable to be approved by the shareholders in connection with the transactions described in this Current Report or other matters as determined by the board of directors.

(d)Exhibits.

* Filed herewith.

INTERNATIONAL WESTERN PETROLEUM, INC. Exhibit
EX-10.1 2 ex10-1.htm   Exhibit 10.1   International western petroleum,…
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About International Western Petroleum, Inc. (OTCMKTS:INWP)

International Western Petroleum, Inc. (IWP) is an exploration-stage oil and natural gas company. The Company focuses on the acquisition, development and exploration of crude oil and natural gas properties in Texas. Its projects include Bend Arch Henry Project, Bend Arch North Anderson Project and Bend Arch Lion Project. The Bend Arch Henry Project is located at the border of Taylor and Jones County, Northwest of Abilene, Texas. The Bend Arch North Anderson Project is focused on the Flippen Lime pay zone at an approximate depth of 2,450 feet. The prospect acreage is located west of and adjacent to the Anson North and Anson town site fields, which is located immediately North of the city of Anson, Jones County. The Bend Arch Lion Project encompasses approximately 780 acres leasehold in Coleman County, Texas. The Bend Arch Lion Project has approximately 10 producing wells. Its Bend Arch Tiger Project is located in the historical Bend Arch/Ft. Worth Basin.