Item 1.01 Entry into a Material Definitive Agreement
On May 26, 2021, Sky Petroleum, Inc. (the "Company") and Himmelhoch Petroleum &
Gas limited PTY, a South Africa corporation ("HPG", together with the Company,
the "Parties"), entered into a joint venture agreement dated May 26, 2021 (the
"Agreement"), to establish a joint venture (the "Joint Venture"). The purpose of
the Joint Venture is to obtain one or more licenses, contracts in a designated
area of interests, including South Africa ("Area of Interest"), and in Phase 1,
would be to maximise the potential of supply of various Hydrocarbon related
products, Aviation fuel, Biofuels, Liquified Petroleum Gas, Paraffin, as
outlined in HPG's Wholesale License Certificate No. W/2017/10298. Other possible
business interests of the Joint Venture (the "Business Interests") may include
engagements, procurements, grants, conveyances or other transactions related to
the exploration, development, procurement, processing and commercialization of
Oil and Gas and to conduct such technical, business, financial or other due
diligence in connection with the Business Interests; raise capital and fund
operations reasonably required in connection with the Business Interest; acquire
and hold the rights and opportunities associated with the Business Interest in
common. To the extent set forth in the Agreement, each of the Parties shall own
an undivided fractional part in the Business Interests.
Each Party shall use its reasonable efforts to promote and develop the Business
Interest in the Area of Interest for the benefit of the Joint Venture. Net
profits, as determined in accordance with U.S. Generally Accepted Accounting
Principles, will be distributed fifty percent (50%) to the Company and fifty
percent (50%) to HPG. Each of the Parties agreed to certain restrictions within
the Area of Interest during the term of the Joint Venture, which will terminate
on (i) the receipt and distribution of final net profits related to the Business
Interests, (ii) mutual agreement of the Parties or (iii) termination for cause,
after a 30 day cure period.
There can be no certainty that the Joint Venture will successful acquire, fund
or earn profits on any Business Interests.
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SKY PETROLEUM, INC. 
