Item 7.01 Regulation FD Disclosure.
On
PETROTEQ PROVIDES UPDATE ON TSXV APPLICATION FOR REINSTATEMENT
By way of background, the
The Company filed the 2021 Q3 Filings on SEDAR and with the
As a result of the issuance of the CTO on
Based on the Company's initial review of the Transactions, it is estimated that a total of 54,370,814 Common Shares were issued as a result of the Transactions.? While some of the issued Common Shares, namely, 4,336,972, are estimated to have been issued at prices above what the Exchange ?would have otherwise approved, 50,033,842 are estimated to have been issued at share prices below what the Exchange ?generally approves for convertible securities.? While the Company is now making the necessary submissions with the Exchange for the Transactions, they may not all be accepted for approval by the Exchange and as a condition of reinstatement to trading on the Exchange the Company may need to take remedial action to bring the Transactions into compliance.
The Transactions, described below, were all disclosed in the Company's financial
statements (all dollar amounts are expressed in
º OnMay 7, 2020 , the Company issued to an arm's length lender a$64,300 convertible note (including a 10% original issue discount) for a purchase price of$58,000 , bearing interest at 12% per annum, maturing onMay 7, 2021 , and convertible into Common Shares. The note was ultimately converted onNovember 12, 2020 ($25,000 at$0.0308 for 811,688 Common Shares),November 13, 2020 ($20,000 at$0.0296 for 675,676 Common Shares) andNovember 13, 2020 ($22,780 , including$3,480 of accrued and unpaid interest, at$0.0296 for 769,595 Common Shares). There is currently no principal or interest remaining on the note. - 2 -
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º OnJune 4, 2020 , the Company issued to an arm's length lender a$69,900 convertible note (including a 10% original ?issue discount) for a purchase price of$63,000 , bearing interest at 12% per annum, maturing ?onJune 4, 2021 , and convertible into Common Shares.? The note was ultimately converted onDecember 15, 2020 ($18,000 at$0.0282 for 638,298 Common Shares),December 22, 2020 ($18,000 at$0.0338 for 532,544 Common Shares?),December 28, 2020 ($20,000 at$0.0338 for 591,716 Common Shares), andJanuary 4, 2021 ($17,680 , including$3,780 of accrued and unpaid interest, at ?$0.0325 for 544,000 Common Shares). There is currently no principal or interest remaining on the note.? º OnJune 19, 2020 , the Company issued to an arm's length lender a$82,500 convertible note (including a 10% original ?issue discount) for a purchase price of$75,000 , bearing interest at 12% per annum, maturing ?onJune 19, 2021 , and convertible into Common Shares.? The note was ultimately converted on ?January 7, 2021 ($20,000 at$0.0326 for 613,497 common shares),January 11, 2021 ($27,000 at$0.0326 for 828,221 Common Shares),January 13, 2021 ($22,000 at$0.0326 for 674,847 Common Shares) andJanuary 20, 2021 ($18,000 , including$4,500 of accrued and unpaid interest, at ?$0.0326 for 552,147 Common Shares). There is currently no principal or interest remaining on the note.? º OnJuly 22, 2020 , the Company issued to an arm's length lender a$150,000 convertible note (including ?a 15% original issue discount) for a purchase price of$135,000 , bearing interest at 8% per ?annum, maturing onApril 22, 2021 , and convertible into Common Shares based on a discount to the market price of the Common Shares upon conversion.? The note was ultimately converted onJanuary 25, 2021 ($21,805 at$0.03115 for 700,000 Common Shares),January 28, 2021 ($46,725 at$0.03115 for 1,500,000 Common Shares),February 5, 2021 ($30,957.50 at$0.0309575 for 1,000,000 Common Shares),February 22, 2021 ($33,381.25 at$0.03338125 for 1,000,000 Common Shares) andMarch 2, 2021 ($34,011.25 at$0.03401125 for 1,000,000 Common Shares). There is currently$3,120 in principal remaining on the note, and, as ofAugust 31, 2021 , interest and ?penalties of$6,950.72 .? º OnAugust 26, 2020 , a convertible debenture (which was originally approved by the Exchange), bearing interest at 10% per annum owing to an arm's length lender, which had matured onApril 29, 2019 , was acquired by another an arm's length lender pursuant to a Debt Assignment and Purchase Agreement. OnAugust 26, 2020 , pursuant to a Securities Exchange Agreement, the convertible promissory note was exchanged for a convertible ?redeemable note with an aggregate principal amount of$192,862 , bearing interest at 10% ?per annum, maturing onAugust 26, 2021 , and convertible into Common Shares.? OnOctober 1, 2020 , the$192,862 convertible ?redeemable note was converted into ??10,285,991 Common Shares at$0.01875 per share.? There is currently no principal or interest remaining on the note.? º OnNovember 6, 2020 , the Company issued to an arm's length lender a$140,800 convertible note (including a 10% ?original issue discount) for a purchase price of$128,000 , bearing interest at 12% per annum, ?maturing onNovember 6, 2021 , and convertible into Common Shares. The note was ultimately converted onMay 10, 2021 ($50,000 at$0.036 for 1,388,889 Common Shares),May 14, 2021 ($50,000 at$0.0326 for 1,533,742 Common Shares),May 19, 2021 ($48,480 , including$7,680 of accrued and unpaid interest, at ?$0.0312 for 1,553,846? Common Shares). There is currently no principal or interest remaining on the note.? º BetweenAugust 2019 andMarch 2020 , a director of the Company (Robert Dennewald), loaned$125,000 to the Company to assist the Company in meeting its financial obligations. Subsequently, onFebruary 12, 2021 , in exchange for the three non-convertible promissory notes issued to Mr. Dennewald, the Company issued a convertible promissory note with an aggregate principal amount of$125,000 , bearing interest at 8% per annum, maturing onFebruary 12, 2022 , and convertible into Common Shares. OnJune 10, 2021 , pursuant to an Assignment and Purchase of Debt Agreement, the$125,000 convertible promissory note was purchased and assigned by Mr. Dennewald to an arm's length lender. OnJune 15, 2021 , the arm's length lender converted the$125,000 principal amount of the convertible promissory note into 3,048,780 Common Shares at$0.041 per share. º OnJanuary 12, 2021 , the Company issued an arm's length lender a$86,350 ??convertible note (including a 10% original issue discount) for a purchase price of$78,500 , ??bearing interest at 12% per annum, maturing onJanuary 12, 2022 , and convertible into Common ??Shares.? The note was ultimately converted onJuly 13, 2021 ($50,000 at$0.0871 for 574,053 Common Shares) andJuly 14, 2021 ($41,060 , including$4,710 of accrued and unpaid interest, at ??$0.0863 ?for 475,782 Common Shares. There is currently no principal or interest remaining on the note.? - 3 -
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º OnFebruary 25, 2021 , the Company issued an arm's length lender a$86,350 convertible promissory note ??(including a 10% original issue discount) for a purchase price of$78,500 , bearing interest at ??12% per annum, maturing onFebruary 24, 2022 , and convertible into Common Shares.? The Company has since repaid the convertible promissory note in full (including principal and interest) in ?cash.? º OnMarch 22, 2021 , the Company and an arm's length lender entered into an amending agreement extending the maturity date of a convertible debenture originally issued onSeptember 17, 2018 fromMarch 31, 2021 toOctober 31 , ??2021. The original issuance of the convertible debenture, including a prior amendment to the debenture, ?was approved by the Exchange. The ?current unpaid purchase price of the debenture ($2,900,000 ) is convertible at$0.055 per ?share.? º OnApril 21, 2021 , the Company issued an arm's length lender a$92,125 convertible promissory note (including a ??10% original issue discount) for a purchase price of$83,750 , bearing interest at 12% per ?annum, maturing onApril 21, 2022 , and convertible into Common Shares based on a discount to the market price of the Common Shares upon conversion.? No Common Shares have been issued in connection with this convertible promissory note, which remains outstanding.? º OnMay 20, 2021 , the Company issued an arm's length lender a$141,625 convertible promissory note (including a ??10% original issue discount) for a purchase price of$128,750 , bearing interest at 12% per ?annum, maturing onMay 20, 2022 , and convertible into Common Shares based on a discount to the market price of the Common Shares upon conversion.? No Common Shares have been issued in connection with this convertible promissory note, which remains outstanding.? º OnOctober 30, 2018 , an arm's length lender loaned ?$350,000 to the Company. Subsequently, onJune 16, 2021 , pursuant to an Exchange ?Agreement, the non-convertible promissory note was exchanged for a convertible redeemable note with an ?aggregate principal amount of$191,779 bearing interest at 10% per annum, maturing on June ??16, 2022, and convertible into Common Shares.? OnJune 16, 2021 , pursuant to an Assignment and Purchase of Debt Agreement, the$191,779 convertible redeemable note was ?purchased and assigned to another arm's length lender and on the same day it was converted into 4,677,532 Common Shares at$0.04100004 per ?share.? º OnJune 24, 2021 , a non-convertible secured debenture, bearing interest at 12% per annum owing to ? an arm's length lender with an aggregate amount outstanding ofCAD$962,085 (including interest and ?penalty), which had matured, was acquired by another arm's length lender pursuant to an Assignment and ?Purchase of Corporate Debt Agreement. OnJune 30, 2021 , pursuant to a Securities ?Exchange Agreement datedJune 28, 2021 , the debenture ?was exchanged for a convertible redeemable note with an aggregate principal amount of ?$771,610 , bearing interest at 8% per annum, maturing onJune 30, 2022 , and convertible into ?Common Shares at$0.041 per share.? OnJuly 1, 2021 , the convertible redeemable note was converted into 18,819,756 ?Common Shares at$0.041 per share.? º OnJune 24, 2021 , a non-convertible secured debenture, bearing interest at 12% per annum and owing to? an arm's length lender, with an aggregate amount outstanding ofCAD$38,217 (including interest and ?penalty), which had matured, was acquired by another arm's length lender pursuant to an Assignment and ?Purchase of Corporate Debt Agreement. OnJune 30, 2021 , pursuant to a Securities ?Exchange Agreement datedJune 28, 2021 , the debenture ?was exchanged for a convertible redeemable note with an aggregate principal amount of ?$30,652 , bearing interest at 8% per annum, maturing onJune 30, 2022 and convertible into Common Shares at$0.041 per share.? OnJuly 1, 2021 , the convertible redeemable note was converted into ?747,616 ?Common Shares at$0.041 per share.? - 4 -
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º OnJuly 2, 2021 , the Company issued to an arm's length lender a$114,125 convertible promissory note (including a ??10% original issue discount) for a purchase price of$103,750 , bearing interest at 12% per ?annum, maturing onJuly 2, 2022 and principal and interest convertible into Common Shares based on a discount to the market price of the Common Shares upon conversion.? No Common Shares have been issued in connection with this convertible promissory note.?
The net proceeds of the Transactions that resulted in new funds to the Company were used for expansion of the Company's extraction plant and working capital.?
Disclosure regarding the Transactions has been provided in the following filings:
• Annual Report on Form 10-K for the year ended
• Amended Annual Report on Form 10-K/A for the year ended
• Amended Annual Report on Form 10-K/A for the year ended
• Amended Quarterly Report on Form 10-Q/A for the three months ended
• Quarterly report on Form 10-Q for the six months ended
• Amended Quarterly Report on Form 10-Q/A for the six months ended
• Quarterly report on Form 10-Q for the nine months ended
The Company continues to work with the Exchange on a reinstatement of trading and will update the market as things progress. However, the Exchange has indicated that these matters and their review of the Transactions may take some time to resolve and that a reinstatement to trading is not expected in the near term.
The Company continues to operate normally and is working diligently to answers questions from the Exchange.
About
Petroteq is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. The versatile technology can be applied to both water-wet deposits and oil-wet deposits - outputting high-quality oil and clean sand.
Petroteq believes that its technology can produce a relatively sweet heavy crude
oil from deposits of oil sands at
For more information, visit www.Petroteq.energy.
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Forward-Looking Statements
Certain statements contained in this press release contain forward-looking
statements within the meaning of the
Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward- looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither
CONTACT INFORMATIONPetroteq Energy Inc. R.G. Bailey
Interim Chief Executive Officer
Tel: (800) 979-1897
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