PETROGAS COMPANY. (OTCMKTS:PTCO) Files An 8-K Unregistered Sales of Equity Securities

PETROGAS COMPANY. (OTCMKTS:PTCO) Files An 8-K Unregistered Sales of Equity Securities

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On December 31, 2016, the PetroGas Company issued a Promissory Note in the amount of $240,682.98 to Rise Fast, in consideration of funds provided by Rise Fast to or on behalf of the Company prior to the date thereof (referred to herein as the “Note”). As of July 10, 2017, the principal balance of the Note was $240,682.98 plus $2,527.17 in accrued and unpaid interest at July 9, 2017.

On October 10, 2017, the Company approved the issuance of 24,000,000 shares of its common stock to Rise Fast Limited, a Hong Kong corporation (“Rise Fast”), the majority shareholder of the Company as consideration for the reduction of the Note.

Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, to registration under the Act or to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and we are required to refuse to register any transfer that does not comply with such requirements.


PetroGas Company has working interests in certain oil and gas properties. The Company’s properties include Ellis County, Hemphill County, Madison County, Shelby County and Emergy County. The Company owns a fractional royalty interest in approximately 60 wells located in Ellis and Harper Counties, Oklahoma. As of March 31, 2016, it owned a fractional royalty interest in over three producing wells as part of the Begert 38 lease located in Section 38, Block A-1, H&G Survey, A-1075 in Hemphill, Texas. These wells have averaged approximately 4,860 million cubic feet per day (MCFPD) and over 180 barrels of oil per day (BOPD). It owns an interest in the wellbores of the Vols DU 01H and Vols DU B 01SL wells located in the H. L. Wiggins Survey, A-763, Shelby County, Texas. The Company owns oil and gas leases totaling approximately 2,800 acres issued from the State of Utah and located in Emery County. It owns the Snyder leases of approximately 950 Acres situated in Callahan County, Texas.

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