Petrolia Energy Corporation (OTCMKTS:BBLS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into Material Definitive Agreement
Effective April 11, 2017, the Company initiated a $2,000,000 Series A Convertible Preferred Stock (“Preferred Stock”) offering at a price of $10.00 per share. The conversion price of the Preferred Stock results in a 71.429-for-one conversion into the Company’s Common Stock before taking into account any accrued dividends. This conversion rate was based on the Company’s Common Stock price of $0.14 per share on April 11, 2017. The holders of Series A Preferred Stock are entitled to receive non-cumulative dividends at a rate of 9%. The Preferred Stock and any accrued dividends will automatically convert into Common Stock when the Company’s common stock market price equals or exceeds $0.28 per share for 30 consecutive trading days. As of July 19, 2017, $2,000,000 of Preferred Stock has been issued with 24,100 shares of Preferred Stock being issued for $241,000 and 132,500 shares of Preferred Stock issued in connection with Debt Conversion Agreements discussed above in the aggregate amount of $1,325,000 and 43,400 shares of Preferred Stock issued in connection with the conversion of SUDS PORRI working interests in the amount of $434,000.
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 ExhibitEX-10.1 2 ex10-1.htm EX-10.1 Exhibit10.1 Petrolia Energy Corp 710 N Post Oak Road,…To view the full exhibit click
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.