PETROTERRA CORP. (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive Agreement

PETROTERRA CORP. (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.

On April 25, 2017, PetroTerra Corp. (the
Company) entered into and closed on a Securities
Purchase Agreement (Purchase Agreement) with an
institutional investor (the Lender), to which
the Company will issue to the Lender senior convertible
promissory notes in the aggregate principal amount of $355,000
(the Notes) for an aggregate purchase price of
$355,000. The first tranche, issued at closing, was for a
principal amount of $100,000. Three additional tranches, each
with a principal amount equal to $85,000, are all expected to be
issued within ninety days of the closing date.

The principal due under the Notes accrues interest at a rate of
12% per annum. All principal and accrued interest under the Notes
is due one year following the issue date of such Note, and is
convertible into shares of the Companys common stock, par value
$0.001 (Common Stock), at a conversion price
equal to 65% of the lowest volume-weighted average price for the
previous ten trading days immediately preceding the conversion.
The Notes include anti-dilution protection, as well as customary
events of default, including non-payment of the principal or
accrued interest due on the Notes. Upon an event of default, all
obligations under the Notes will become immediately due and
payable and the Company will be required to make certain payments
to the Lender.

As long as the Notes are outstanding, the Lender will have a
right of first refusal to participate in any subsequent financing
by the Company. In addition, within forty-five days following the
closing, the Company must prepare and file with the Securities
and Exchange Commission a registration statement registering the
resale of the Common Stock issuable to Lender upon conversion of
the Notes.

The foregoing summaries of the terms of the Notes and the
Purchase Agreement are subject to, and qualified in their
entirety by, the agreements and instruments attached hereto as
Exhibits 4.1 and 10.1, respectively, which are incorporated by
reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a

The information set forth under Item 1.01 above with respect to
the Notes and the Purchase Agreement and the related agreements
is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to
the issuance of the Notes is incorporated herein by reference.
The issuance of the Notes was made in reliance upon the exemption
from the registration requirements of the Securities Act of 1933,
as amended (the Act), to Section 4(a)(2) of the

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
4.1 Form of Senior Convertible Promissory Note
10.1 Securities Purchase Agreement, dated as of April 25, 2017, by
and among the Company and the Lender


PetroTerra Corp. is a development-stage company. The Company holds oil and gas leases for property in the Central Utah Thrust Belt in Sevier County and Beaver County, Utah. As of March 31, 2016, the Company’s leases covered 5,950.54 gross acres in Sevier and Beaver counties in southwest Utah. The Company’s Sevier leases are UTU-89243 and UTU-89244, and its Beaver county lease is UTU-86466. As of March 31, 2016, the Company had not generated any revenues. The Company focuses on seeking a strategic alternative both inside and outside of the oil and gas market. The Company was an independent exploration and development company focused on the acquisition of property.

PETROTERRA CORP. (OTCMKTS:PTRA) Recent Trading Information

PETROTERRA CORP. (OTCMKTS:PTRA) closed its last trading session down -0.0010 at 0.0440 with 2,807 shares trading hands.

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