Petrolia Energy Corporation (OTCMKTS:BBLS) Files An 8-K Financial Statements and Exhibits

Petrolia Energy Corporation (OTCMKTS:BBLS) Files An 8-K Financial Statements and Exhibits
Item 9.01 thereof to include the required financial statements and pro forma financial information; and (b) Item 2.01 thereof to clarify that Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer, owns and controls BSIH Ltd. (“BSIH”) which is a significant shareholder of the Company; and that prior to the acquisition of Bow Energy Ltd (“Bow”) as described below, BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary, controlled Bow. This Current Report on Form 8-K does not amend or modify the Original Report, except as to Items 2.01 and 9.01.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

Closing of Bow Energy Ltd. Acquisition

As previously disclosed, on November 30, 2017, Petrolia Energy Corporation (“Petrolia” or the “Company”) signed an Arrangement Agreement (the “Agreement”) to acquire all of the issued and outstanding shares in Bow Energy Ltd (“Bow”), which was listed on the TSX Venture Exchange under the symbol ONG.V., with corporate offices located in Calgary, Alberta, Canada and Jakarta, Indonesia, to a “plan of arrangement” (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta) (the “Acquisition”). The Arrangement Agreement included customary representations, warranties and covenants of the parties.

On February 27, 2018, the Acquisition closed and Petrolia acquired all of the issued and outstanding shares of capital stock of Bow (each a “Bow Share”). The Agreement and the Arrangement was approved by an overwhelming majority of more than 99% of the votes cast by Bow’s shareholders at a special meeting of shareholders of Bow held on February 21, 2018. Final approval of the Arrangement was granted by the Court of Queen's Bench of Alberta (the “Court”) on February 23, 2018.

Under the terms of the Arrangement, Bow shareholders are deemed to have received 1.15 Petrolia common stock shares for each Bow Share. A total of 106,156,712 shares of the Company’s common stock were issued to the Bow shareholders as a result of the Arrangement, plus additional shares in connection with the rounding described below. The Arrangement provided that no fractional shares would be issued in connection with the Arrangement, and instead, each Bow shareholder otherwise entitled to a fractional interest would receive the nearest whole number of Company shares. For example, where such fractional interest is greater than or equal to 0.5, the number of shares to be issued would be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of shares to be issued would be rounded down to the nearest whole number. In calculating such fractional interests, all shares issuable in the name of or beneficially held by each Bow shareholder or their nominee as a result of the Arrangement shall be aggregated.

The Arrangement provides that any certificate formerly representing Bow common stock not duly surrendered on or before the last business day prior to the third anniversary of the closing date will cease to represent a claim by, or interest of, any former shareholder of any kind of nature against Bow or the Company and on such date all consideration or other property to which such former holder was entitled shall be deemed to have been surrendered to the Company.

The Company also assumed all of the outstanding warrants to purchase shares of common stock of Bow (the “Bow Warrants”) and certain options to purchase shares of common stock of Bow (the “Bow Options”) in connection with the Arrangement (i.e., each warrant/option to purchase one (1) share of Bow represents the right to purchase one (1) share of the Company following the closing).

Bow’s key assets included South Block A PSC – 44.48% working interest, Bohorok PSC – 50% working interest, Bohorok Deep JSA – 20.25% working interest, Palmerah Baru – 54% working interest, MNK Palmerah – 69.36% working interest, Mahato PSC – 20% working interest.

Ilyas Chaudhary, the father of Zel C. Khan, the Company’s Chief Executive Officer, owns and controls BSIH Ltd. (“BSIH”) which is a significant shareholder of the Company; and prior to the acquisition of Bow Energy Ltd (“Bow”) as described below, BSIH, and as a result of his ownership and control of BSIH, Mr. Chaudhary, controlled Bow at the time of the acquisition.

The foregoing descriptions of the Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement, a copy of which is incorporated by reference hereto as Exhibit 10.1, and incorporated in this Item 2.01 by reference.

Item 9.01.Financial Statements and Exhibits

(a)

Financial Statements of business Acquired

(1) The Audited Consolidated Statements of Financial Position of Bow Energy Ltd. as of March 31, 2017 and 2016, Audited Consolidated Statement of Loss and Comprehensive Loss for the years ended March 31, 2017 and 2016, Audited Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016 and Audited Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016, and the notes thereto, are filed as Exhibit 99.1 to this Form 8-K/A.

(2) The Unaudited Consolidated Statements of Financial Position of Bow Energy Ltd. as of December 31, 2017 and March 31, 2017, Unaudited Consolidated Statement of Loss and Comprehensive Loss for the three and nine months ended December 31, 2017 and 2016, Unaudited Consolidated Statement of Changes in Equity for the three and nine months ended December 31, 2017 and 2016 and Unaudited Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2017 and 2016, and the notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A.

(b) Pro Forma Financial Information

The Unaudited Pro Forma Combined Balance Sheet of Petrolia Energy Corporation as of December 31, 2017 and Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2017, are filed as Exhibit 99.3 to this Form 8-K/A.

(d)Exhibits

Exhibit No. Description
99.1 Audited Consolidated Statements of Financial Position of Bow Energy Ltd. as of March 31, 2017 and 2016, Audited Consolidated Statement of Loss and Comprehensive Loss for the years ended March 31, 2017 and 2016, Audited Consolidated Statement of Changes in Equity for the years ended March 31, 2017 and 2016 and Audited Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016, and the notes thereto
99.2 Unaudited Consolidated Statements of Financial Position of Bow Energy Ltd. as of December 31, 2017 and March 31, 2017, Unaudited Consolidated Statement of Loss and Comprehensive Loss for the three and nine months ended December 31, 2017 and 2016, Unaudited Consolidated Statement of Changes in Equity for the three and nine months ended December 31, 2017 and 2016 and Unaudited Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2017 and 2016, and the notes thereto
99.3 Unaudited Pro Forma Combined Balance Sheet of Petrolia Energy Corporation as of December 31, 2017 and Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2017


Petrolia Energy Corp Exhibit
EX-99.1 2 ex99-1.htm AUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF BOW ENERGY LTD.   Petrolia Energy Corporation 8-K/A   Exhibit 99.1   BOW ENERGY LTD. (formerly ACL International Ltd.) Consolidated Financial Statements For the years ended March 31,…
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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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