Petrolia Energy Corporation (OTCMKTS:BBLS) Files An 8-K Completion of Acquisition or Disposition of Assets

Petrolia Energy Corporation (OTCMKTS:BBLS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

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As described above in Item 2.01, BOW shareholders will receive Petrolia restricted common stock (fully voting) in exchange for 50% of their outstanding BOW shares. BOW shareholders will receive 106,156,712 shares of Petrolia restricted common stock. This represents a Petrolia conversion ratio of 1.15 for each surrendered share of BOW common stock. BOW warrant holders will either execute their warrants through BOW or receive warrants to purchase shares of Petrolia common stock. For each previously issued, unexercised BOW stock option that is surrendered, Petrolia will issue one (1) new Petrolia warrant, based on similar terms.

The current capital structure of BOW is as follows: 92,310,184 common shares issued and outstanding, 9,046,478 vested stock options, no warrants, no convertible preferred shares, with a fully diluted total of 101,356,662 shares. BOW’s market value at the date of the Agreement is $4,615,509, based on a market price of $0.05 per share.

The current capital structure of Petrolia as follows: 107,889,886 common shares issued and outstanding, no stock options, 31,849,695 warrants issued, 14,078,571 convertible preferred shares – common share equivalent, resulting in a fully diluted (including common share equivalents) total of 153,818,152 shares. Petrolia’s market value at the date of the Agreement is $10,788,989, based on a market price of $0.10 per share.

We claim an exemption from registration for the above issuances and grants to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances and grants did not involve a public offering, the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities; and/or (c) were officers and/or directors of the Company, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing sales or issuances and we paid no underwriting discounts or commissions. The securities were subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or to an exemption therefrom.

Item 9.01 Financial Statements And Exhibits.

* Filed herewith.

Petrolia Energy Corp Exhibit
EX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1 PETROLIA ENERGY CORPORATION – and – BOW ENERGY LTD. ARRANGEMENT AGREEMENT November 30,…
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About Petrolia Energy Corporation (OTCMKTS:BBLS)

Petrolia Energy Corporation, formerly Rockdale Resources Corporation, is a domestic oil exploration and production company. The Company focuses on new oil wells in established areas of oil production. It is focused on acquisitions in the Southwest United States. The Company’s core area of operations is in the Minerva-Rockdale Field in Rockdale, Texas. The Company’s lease position offers the potential for approximately 100 new drilling locations. The Minerva-Rockdale Field is located approximately 30 miles Northeast of Austin and approximately 50 square miles in size. The main producing formation for this field is the Upper Cretaceous Navarro Group of sands and shale’s. The Company’s Slick Unit Dutcher Sands (SUDS) Field consists of approximately 2,600 acres located in Creek County, Oklahoma. Twin Lakes San Andres Unit (TLSAU) Field is approximately 50 miles from Roswell, Chavez County, New Mexico and consists of approximately 4,870 acres with over 130 wells.

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