Permex Petroleum Corp 10-Q for FY2025 Q3
Permex Petroleum Corp (OILCF)
About this 10-Q
Permex Petroleum Corp filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $109.93K
- up 4015.7% from $2671 a year earlier
- Net loss
- $961.18K
- compared with a net loss of $1.25M a year earlier
- Diluted EPS
- -$1.74
- compared with -$2.26 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company. or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
| Smaller
Reporting Company | ||
| Emerging
Growth Company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 13, 2025, there were common shares of the registrant issued and outstanding.
PERMEX PETROLEUM CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
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EXPLANATORY NOTE
Unless otherwise indicated or the context otherwise requires, all references in this Quarterly Report on Form 10-Q (this “Report”) to “we,” “us,” “our,” “Permex,” and the “Company” are to Permex Petroleum Corporation., a corporation existing under the laws of the Province of British Columbia, Canada, and our wholly-owned subsidiary.
Unless otherwise indicated in this Report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit. Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.
The following definitions shall apply to the technical terms used in this Report.
Terms used to describe quantities of crude oil and natural gas:
“Bbl.” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGLs.
“Boe.” A barrel of oil equivalent and is a standard convention used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.
“MBoe” One thousand barrels of oil equivalent.
“MBbl.” One thousand barrels of crude oil, condensate or NGLs.
“Mcf.” One thousand cubic feet of natural gas.
“NGLs.” Natural gas liquids. Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.
Terms used to describe our interests in wells and acreage:
“Basin.” A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.
“Completion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs, and/or natural gas.
“Developed acreage.” Acreage consisting of leased acres spaced or assignable to productive wells. Acreage included in spacing units of infill wells is classified as developed acreage at the time production commences from the initial well in the spacing unit. As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.
“Development well.” A well drilled within the proved area of a crude oil, NGL, or natural gas reservoir to the depth of a stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil, NGL, or natural gas reserves.
“Differential.” The difference between a benchmark price of crude oil and natural gas, such as the NYMEX crude oil spot price, and the wellhead price received.
“Dry hole.” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
“Field.” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.
“Formation.” A layer of rock which has distinct characteristics that differs from nearby rock.
“Gross acres or Gross wells.” The total acres or wells, as the case may be, in which a working interest is owned.
“Held by operations.” A provision in an oil and gas lease that extends the stated term of the lease as long as drilling operations are ongoing on the property.
“Held by production” or “HBP” A provision in an oil and gas lease that extends the stated term of the lease as long as the property produces a minimum quantity of crude oil, NGLs, and natural gas.
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“Hydraulic fracturing.” The technique of improving a well’s production by pumping a mixture of fluids into the formation and rupturing the rock, creating an artificial channel. As part of this technique, sand or other material may also be injected into the formation to keep the channel open, so that fluids or natural gases may more easily flow through the formation.
“Infill well.” A subsequent well drilled in an established spacing unit of an already established productive well in the spacing unit. Acreage on which infill wells are drilled is considered developed commencing with the initial productive well established in the spacing unit. As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.
“Net acres.” The percentage ownership of gross acres. Net acres are deemed to exist when the sum of fractional ownership working interests in gross acres equals one (e.g., a 10% working interest in a lease covering 640 gross acres is equivalent to 64 net acres).
“NYMEX.” The New York Mercantile Exchange.
“Productive well.” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.
“Recompletion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.
“Reservoir.” A porous and permeable underground formation containing a natural accumulation of producible crude oil, NGLs and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.
“Spacing.” The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.
“Undeveloped acreage.” Leased acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of crude oil, NGLs, and natural gas, regardless of whether such acreage contains proved reserves. Undeveloped acreage includes net acres held by operations until a productive well is established in the spacing unit.
“Unit.” The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.
“Wellbore.” The hole drilled by the bit that is equipped for natural gas production on a completed well. Also called well or borehole.
“Working interest.” The right granted to the lessee of a property to explore for and to produce and own crude oil, NGLs, natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.
“Workover.” Operations on a producing well to restore or increase production.
Terms used to assign a present value to or to classify our reserves:
“Possible reserves.” The additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves.
“Pre-tax PV-10% or PV-10.” The estimated future net revenue, discounted at a rate of 10% per annum, before income taxes and with no price or cost escalation or de-escalation in accordance with guidelines promulgated by the United States Securities and Exchange Commission (the “SEC”).
“Probable reserves.” The additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which together with proved reserves, are as likely as not to be recovered.
“Proved reserves.” The quantities of crude oil, NGLs and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
“Proved undeveloped reserves” or “PUDs.” Proved Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.
“SEC Pricing” means pricing calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules based on the unweighted arithmetic average of oil and natural gas prices as of the first day of each of the 12 months ended on the given date.
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CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including the adequacy of funds from operations, cash flows and financing, potential strategic transactions, statements regarding future operating results and non-historical information, are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” “continue,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.
When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
Forward-looking statements may include statements about:
| ● | our business strategy; | |
| ● | our reserves; | |
| ● | our financial strategy, liquidity and capital requirements; | |
| ● | our realized or expected natural gas prices; | |
| ● | our timing and amount of future production of natural gas; | |
| ● | our future drilling plans and cost estimates; | |
| ● | our competition and government regulations; | |
| ● | our ability to make acquisitions; | |
| ● | general economic conditions; | |
| ● | our future operating results; and | |
| ● | our future plans, objectives, expectations and intentions. |
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production and sale of natural gas. These risks include, but are not limited to, commodity price volatility, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating natural gas reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024.
Reserve engineering is a method of estimating underground accumulations of natural gas and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of previous estimates. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.
Should one or more of the risks or uncertainties described in this Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report. Notwithstanding the foregoing, any public statements or disclosures by us following this Report that modify or impact any of the forward-looking statements contained in this Report will be deemed to modify or supersede such statements in this Report.
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PART 1 – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
PERMEX PETROLEUM CORPORATION
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2025 | September 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Trade and other receivables (net of allowance: June 30, 2025 - $; September 30, 2024 - $) | ||||||||
| Prepaid expenses and deposits | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Reclamation deposits | ||||||||
| Property and equipment, net of accumulated depletion and depreciation | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | $ | $ | ||||||
| Loans payable | ||||||||
| Convertible debentures | ||||||||
| Debt subscription proceeds | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Asset retirement obligations | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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PERMEX PETROLEUM CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Oil sales | $ | $ | $ | $ | ||||||||||||
| Royalty income | ||||||||||||||||
| Other operating income | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Lease operating expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depletion and depreciation | ||||||||||||||||
| Accretion on asset retirement obligations | ||||||||||||||||
| Gain on settlement of trade payables | ( | ) | ||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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PERMEX PETROLEUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Three months ended June 30
| Number of Shares | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Deficit | Total equity | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Number of Shares | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Deficit | Total equity | |||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Warrants issued in private placement | - | |||||||||||||||||||||||
| Warrants issued for debt amendment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Nine months ended June 30
| Number of Shares | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Deficit | Total equity | |||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Warrants issued in private placement | - | |||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Number of Shares | Share capital | Additional paid-in capital | Accumulated other comprehensive loss | Deficit | Total equity | |||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Warrants issued in private placement | - | |||||||||||||||||||||||
| Warrants issued for debt amendment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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PERMEX PETROLEUM CORPORATION
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30
(UNAUDITED)
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
| Accretion on asset retirement obligations | ||||||||
| Depletion and depreciation | ||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||
| Gain on settlement of trade payables | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Loss on debt extinguishment | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade and other receivables | ( | ) | ||||||
| Prepaid expenses and deposits | ||||||||
| Trade and other payables | ||||||||
| Right of use asset and lease liability | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Capital expenditures on property | ( | ) | ||||||
| Reclamation deposit redemption | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from debenture financing | ||||||||
| Proceeds from debt financing subscriptions received | ||||||||
| Loan payable proceeds | ||||||||
| Loan repayment | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Change in cash during the period | ) | |||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Taxes paid | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Trade and other payables related to property and equipment | $ | $ | ||||||
| Accrued debt interest settled through debt issuance | $ | $ | ||||||
| Debt subscription proceeds transferred to convertible debentures | $ | $ | ||||||
| Share purchase warrants issued in connection with debt issuance | $ | $ | ||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 1. | BACKGROUND |
Permex Petroleum Corporation (the “Company”) was incorporated on April 24, 2017 under the laws of British Columbia, Canada and maintains its head office at 2950 North Loop West, Suite 500, Houston Texas, 77092. Its registered office is located at 15th floor, 1111 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2J3. The Company is primarily engaged in the acquisition, development and production of oil and gas properties in the United States. The Company’s oil and gas interests are located in Texas and New Mexico, USA. The Company’s common shares are listed on the Canadian Securities Exchange (the “CSE”) under the symbol “OIL”.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other interim period or for any other future fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes included in Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Principles of Consolidation
The accompanying consolidated financial statements include the assets, liabilities, revenue and expenses of the Company’s wholly-owned subsidiary, Permex Petroleum US Corporation. All intercompany balances and transactions have been eliminated.
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PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 2. | Significant Accounting Policies (cont’d…) |
Going concern of operations
These
consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue in operation
for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course
of business. The Company has incurred losses since inception in the amount of $
The
Company expects to raise additional funds through equity and debt financings. There is no assurance that such financing will be available
in the future. In November 2024, the Company received additional debt subscription proceeds of $
In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances.
Significant estimates have been used by management in conjunction with the following: (i) the fair value of assets when determining the existence of impairment factors and the amount of impairment, if any; (ii) the costs of site restoration when determining decommissioning liabilities; (iii) the useful lives of assets for the purposes of depletion and depreciation; (iv) petroleum and natural gas reserves; and (v) share-based payments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.
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PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 2. | Significant Accounting Policies (cont’d…) |
New accounting standards
In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. This update requires public entities to disclose significant expenses for reportable segments in both interim and in annual reporting periods, while entities with only a single reportable segment must now provide all segment disclosures required both in ASC 280 and under the amendments in ASU 2023-07. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.
In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic740) Improvements to Income Tax Disclosures, which becomes effective for fiscal years beginning after December 15, 2024. The standard requires companies to disclose specific categories in the income tax rate reconciliation table and the amount of income taxes paid per major jurisdiction. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. The Company does not expect the standard to have a material effect on its consolidated financial statements and has begun evaluating disclosure presentation alternatives.
In May 2025, the FASB issued ASU 2024-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Profits Interest and Other Share-Based Payment Awards to a Customer, which clarifies the guidance for determining whether a share-based payment award granted to a customer should be accounted for under ASC 718 or as consideration payable to a customer under ASC 606. The amendments are effective for annual periods beginning after December 15, 2026, including interim reporting periods within annual reporting periods. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements. To date, the Company has not granted share-based payments to customers, but it will monitor future arrangements to determine applicability.
| 12 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 3. | REVENUE |
Revenue
from contracts with customers is presented in “Oil sales”, “Royalty income” and “Other operating income”
on the Consolidated Statements of Operations. Other operating income consists of fees earned for providing operator services on a customer’s
oil and gas assets. In January 2025, the Company entered into an agreement to operate certain oil and gas wells in the Permian Basin
for a 12-month term in exchange for a monthly operating fee of up to $
As
of June 30, 2025 and September 30, 2024, receivables from contracts with customers, included in trade and other receivables, were $
The following tables present our revenue from contracts with customers disaggregated by product type and geographic areas.
SCHEDULE OF REVENUE DISAGGREGATED BY PRODUCT TYPE AND GEOGRAPHIC AREAS
| Three months ended June 30, 2025 | Texas | New Mexico | Total | |||||||||
| Crude oil sales | $ | $ | $ | |||||||||
| Royalty income | ||||||||||||
| Other operating income | ||||||||||||
| Revenue from contracts with customers | $ | $ | $ | |||||||||
| Three months ended June 30, 2024 | Texas | New Mexico | Total | |||||||||
| Crude oil sales | $ | $ | $ | |||||||||
| Royalty income | ||||||||||||
| Other operating income | ||||||||||||
| Revenue from contracts with customers | $ | $ | $ | |||||||||
| Nine months ended June 30, 2025 | Texas | New Mexico | Total | |||||||||
| Crude oil sales | $ | $ | $ | |||||||||
| Royalty income | ||||||||||||
| Other operating income | ||||||||||||
| Revenue from contracts with customers | $ | $ | $ | |||||||||
| Nine months ended June 30, 2024 | Texas | New Mexico | Total | |||||||||
| Crude oil sales | $ | $ | $ | |||||||||
| Royalty income | ||||||||||||
| Other operating income | ||||||||||||
| Revenue from contracts with customers | $ | $ | $ | |||||||||
| 13 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 4. | CONCENTRATION OF CREDIT RISK |
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of its cash and trade receivables. The Company’s cash balances sometimes exceed the United States’ Federal Deposit Insurance Corporation insurance limits. The Company mitigates this risk by placing its cash with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. To date, the Company has not recognized any losses caused by uninsured balances.
Trade
receivables included in the Company’s receivable balance were $
| 5. | PROPERTY AND EQUIPMENT |
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2025 | September 30, 2024 | |||||||
| Oil and natural gas properties, at cost | $ | $ | ||||||
| Less: accumulated depletion | ( | ) | ( | ) | ||||
| Oil and natural gas properties, net | ||||||||
| Other property and equipment, at cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Other property and equipment, net | ||||||||
| Property and equipment, net | $ | $ | ||||||
Depletion
and depreciation expense was $
| 14 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 6. | LEASES |
The
Company had an office lease agreement for its Dallas premises with a term ending in
During
the year ended September 30, 2024, the Company paid $
| 7. | ASSET RETIREMENT OBLIGATIONS |
Asset retirement obligations reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and gas properties. Changes to the asset retirement obligations are as follows:
SCHEDULE OF ASSETS RETIREMENT OBLIGATIONS
| June
30, 2025 |
September 30, 2024 |
|||||||
| Asset retirement obligations, beginning of the year | $ | $ | ||||||
| Obligations recognized | ||||||||
| Obligations derecognized | ||||||||
| Revisions of estimates | ||||||||
| Accretion expense | ||||||||
| $ | $ | |||||||
During
the year ended September 30, 2024, the Company had a revision of estimates totaling $
Reclamation deposits
As
of June 30, 2025, the Company held reclamation deposits of $
| 15 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 8. | DEBT |
Convertible debentures
During
the year ended September 30, 2024, the Company completed private placement financings of convertible debenture units for gross
proceeds of $
The
Convertible Debentures were secured by the Company’s assets, bore simple interest at a rate of
Of
the units issued, units were originally comprised of one secured convertible debenture in the principal amount of $
The
Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components
based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed
debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of
the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation
of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing
model (assuming a risk-free interest rate of
In
October 2024, the Company retired the outstanding debentures of $
| 16 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 8. | DEBT (cont’d…) |
Convertible debentures (cont’d…)
On
November 1, 2024, the Company completed a non-brokered private placement of convertible debenture units for gross proceeds of $
The
Company allocated the proceeds received from the issuance of the convertible debentures and warrants between the debt and equity components
based on their relative fair values at the issuance date. Due to the lack of an active market for the Company’s privately placed
debt instruments and the absence of relevant observable inputs, the Company determined that a reliable estimate of the fair value of
the convertible debentures could not be obtained. Accordingly, the face value of the debentures is considered to be a reasonable approximation
of their fair value at the issuance date. The fair value of the warrants issued was determined using the Black-Scholes option pricing
model (assuming a risk-free interest rate of
The table below summarizes the outstanding principal of the Company’s senior, secured convertible debentures.
SCHEDULE OF SECURED CONVERTIBLE DEBENTURES
June 30, 2025 | September 30, 2024 | |||||||
| $ | $ | |||||||
| Total | ||||||||
| Unamortized discount | ( | ) | ||||||
| Convertible debentures | $ | $ | ||||||
| 17 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 8. | DEBT (cont’d…) |
Loans payable
During
the year ended September 30, 2024, the Company received a $
On
April 28, 2023, the Company issued a promissory note with a principal amount of $
| 9. | LOSS PER SHARE |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
For the three and nine months ended June 30, 2025, stock options and warrants were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive. For the three and nine months ended June 30, 2024, stock options and warrants were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.
| 18 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 10. | EQUITY |
Common stock
The
Company has authorized an number of common shares with
There were no share issuance transactions during the three and nine months ended June 30, 2025 and 2024.
Share-based payments
Stock options
The
Company has a long-term incentive plan (the “Plan”) in place under which it is authorized to grant share-based awards to
directors, officers, employees and consultants. Pursuant to the Plan, the Company may issue aggregate stock options totaling up to
Stock option transactions are summarized as follows:
SCHEDULE OF STOCK OPTION TRANSACTIONS
| Number of options | Weighted Average Exercise Price | |||||||
| Balance, September 30, 2023 | $ | |||||||
| Cancelled | ( | ) | ||||||
| Balance, September 30, 2024 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ||||||
| Balance, June 30, 2025 | $ | |||||||
| Exercisable at June 30, 2025 | $ | |||||||
The aggregate intrinsic value of options outstanding and exercisable as at June 30, 2025 was $ (September 30, 2024 - $).
The options outstanding as of June 30, 2025 have exercise prices in the range of $ to $ and a weighted average remaining contractual life of years.
During the three and nine months ended June 30, 2025, the Company recognized share-based payment expense of $ and $, respectively, for the portion of stock options that vested during the period. The fair value of the options issued was determined using the Black-Scholes option pricing model (assuming a risk-free interest rate of %, an expected life of years, annualized volatility of % and a dividend rate of %). During the three and nine months ended June 30, 2024, the Company recognized $ share-based payment expense.
| 19 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 10. | EQUITY (cont’d…) |
Share-based payments (cont’d…)
SCHEDULE OF STOCK OPTIONS OUTSTANDING
| Number of Options | Exercise Price | Issuance Date | Expiry Date | |||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
Warrants
Warrant transactions are summarized as follows:
SCHEDULE OF WARRANTS TRANSACTIONS
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, September 30, 2023 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Balance, September 30, 2024 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ||||||
| Balance, June 30, 2025 | $ | |||||||
As June 30, 2025, the following warrants were outstanding:
SCHEDULE OF WARRANTS OUTSTANDING
| Number of Warrants | Exercise Price | Issuance Date | Expiry Date | |||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| 20 |
PERMEX PETROLEUM CORPORATION
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 11. | SEGMENT INFORMATION |
Operating segments
The Company operates in a single reportable segment – the acquisition, development and production of oil and gas properties in the United States.
| 12. | CONTINGENCIES |
The
Company from time to time may be involved with disputes, claims and litigation related to the conduct of its business. The Company had
$
| 13. | SUBSEQUENT EVENTS |
On
July 11, 2025, the Company closed a private placement of convertible debenture units for gross proceeds of $
| 21 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Management’s Discussion and Analysis is the company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. This Report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined at the beginning of this Report under “Cautionary Notice Regarding Forward-Looking Statements” the risks outlined under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended September 30, 2024 and in our other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statements. All amounts in this report are in U.S. dollars, unless otherwise noted.
Reserve engineering is a method of estimating underground accumulations of natural gas and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of previous estimates. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.
Company Overview
The Company was incorporated on April 24, 2017 under the laws of British Columbia, Canada. The Company is an independent energy company engaged in the acquisition, exploration, development and production of oil and gas properties on private, state and federal land in the United States, primarily in the Permian Basin which includes the Midland Basin and Delaware Basin. The Company focuses on acquiring producing assets at a discount to market, increasing production on such assets and generating cash-flow through recompletion and re-entries, secondary recovery and lower risk infill drilling and development. Currently, the Company owns and operates 97 oil and gas wells across more than 11,700 net acres including 66 shut-in opportunities, 17 saltwater disposal wells and two water supply wells allowing for waterflood secondary recovery. Additionally, the Company holds royalty interests in 73 wells and five permitted wells across 3,800 acres within the Permian Basin.
The Company’s common shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “OIL” and on the Frankfurt Stock Exchange under the symbol “75P”. There is currently a limited U.S. public market for the Company’s common shares, the stock price may be volatile or may decline regardless of our operating performance and holders may not be able to resell the Company’s common shares at or above their acquisition price. Due to our prior delinquency in filing our periodic reports, the Form 211 originally filed with, and cleared by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Exchange Act covering our common shares was revoked by FINRA. Consequently, until a new Form 211 is filed with, and cleared by FINRA, the Company’s common shares will not be eligible for proprietary broker-dealer quotations on the OTC Pink Sheets and all quotes in the Company’s common shares on the OTC Pink Sheets will only reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations.
| 22 |
Key activities:
| ● | On November 1, 2024, the Company closed the first tranche of a private placement of convertible debenture units for gross proceeds of $4,276,389. Under the terms of the private placement, each unit consisted of one convertible debenture in the principal amount of $1,000 and 523 common share purchase warrant, that is exercisable for a period of five years from the date of issuance for one common share at an exercise price of $1.91. The debentures will mature one-year from the date of issuance. Upon issuance, the debentures rank senior to all other existing and future indebtedness of the Company and are secured by a general security agreement over certain assets of the Company. They bear simple interest at a rate of 10% per annum, payable on the maturity date or the date on which all or any portion of the Subsequent Debenture is repaid. Interest will be paid in cash or common shares at the holder’s option based on a conversion price of $1.91 per share. As a result, the Company issued debentures with an aggregate principal amount of $4,276,389 and 2,236,551 share purchase warrants. Concurrently with the completion of the first tranche of this private placement, the Company retired its outstanding debentures, consisting of $1,365,000 in aggregate principal amount and $59,788 in accrued interest in exchange for the debentures issued in this private placement. The holders of the prior debentures also agreed to cancel a total of 401,310 share purchase warrants. |
| ● | On December 30, 2024, the Company announced the appointment of BaShara (Bo) Crystelle Boyd to serve on the Board effective December 23, 2024, and Richard Little as the Non-Executive Chairman of the Board. |
| ● | On January 13, 2025, the Company announced an agreement with a private oil and gas operator concerning assets owned by such operator in the Permian Basin. This arrangement granted Permex operating rights over 19 wells in the Permian Basin for a 12-month term in exchange for a monthly operating fee of up to $75,000 per month based on production revenue generated from these wells. |
| ● | On May 8, 2025, the Company announced the resignation of Gregory Montgomery as Chief Financial Officer and Corporate Secretary. Bradley Taillon, the Company’s President and Chief Executive Officer, has been appointed Interim Chief Financial Officer and Corporate Secretary and will serve in these roles until a permanent replacement is appointed. |
| ● | On July 11, 2025, the Company closed a private placement of convertible debenture units for gross proceeds of $2,000,000. The subscription proceeds for the debenture units were received in June 2025. Under the terms of the private placement, each unit consisted of one convertible debenture in the principal amount of $1,000 and 393 common share purchase warrant, that was to be exercisable for a period of five years from the date of issuance for one common share at an exercise price of $2.54. The debentures will mature one-year from the date of issuance. Upon issuance, the debentures rank senior to all other existing and future indebtedness of the Company and is secured by a general security agreement over certain assets of the Company. They bear simple interest at a rate of 10% per annum, payable on the maturity date or the date on which all or any portion of the debenture is repaid. As a result, the Company issued debentures with an aggregate principal amount of $2,000,000 and 786,000 share purchase warrants. The Debentures are convertible into common shares of the Company at a conversion price of $2.54 per share. Interest is payable in cash or shares based on the same conversion price. The proceeds of the private placement are expected to be used for general working capital purposes. No finders’ fees were paid in connection with the private placement. |
| 23 |
Oil And Gas Properties
Breedlove “B” Clearfork Leases - Texas
In September 2021, the Company, through its wholly-owned subsidiary, Permex Petroleum US Corporation, acquired a 100% Working Interest and an 81.75% Net Revenue Interest in the Breedlove “B” Clearfork leases located in Martin County, Texas. The Breedlove “B” Clearfork properties situated in Martin County, Texas are over 12 contiguous sections for a total of 7,870.23 gross and 7,741.67 net acres, of which 98% is held by production in the core of the Permian Basin. The asset includes 27 vertical wells: 12 producers, 4 saltwater disposal wells, and 11 shut-in wells with re-entry potential. In April 2024, the Breedlove assets were shut in due to financial constraints. In September 2024, Permex launched a capital program aimed at resuming production, repairing infrastructure, and evaluating additional production zones. Given the prolonged shut-in period, extensive workover operations and tubing replacements were necessary. In December 2024, all 12 previously producing wells had been brought back online. The average gross production for the third quarter was 13.73 barrels of oil per day. Additionally, multiple tank batteries and the Company’s wholly owned Saltwater Disposal Infrastructure were fully operational, handling 100% of produced water from active wells. Permex also completed two up-hole completions using existing wellbores to enhance production from a new formation. While test results are ongoing, the Company remains confident in the potential of these completions.
In addition to the significant recompletion and re-entry opportunities across the existing wellbores, the Breedlove property includes substantial undeveloped potential and is the focus of the Company’s proved undeveloped reserves development program, pending sufficient and successful capital raising efforts by the Company.
Pittcock Leases - Texas
The Pittcock Leases are situated in Stonewall County. Stonewall County is in Northwest Texas, in the central part of the North Central Plains and consists of the Pittcock North property, the Pittcock South property and the Windy Jones Property. It is bounded on the north by King County, on the east by Haskell County, on the south by Fisher and Jones Counties, and on the west by Kent County. The Pittcock North property covers 320 acres held by production. There are currently eleven shut-in wells, two saltwater disposal wells, and a water supply well. The Company holds a 100% working interest in the Pittcock North Property and an 81.25% net revenue interest. The Pittcock South property covers 498 acres in four tracts. There are currently 19 shut-in wells and two saltwater disposal wells. The Company holds a 100% working interest in the lease and a 71.90% net revenue interest. The Windy Jones Property consists of 40 acres and includes two injection wells and two suspended oil wells. The sole purpose of the Windy Jones property is to provide waterflood assistance to the offset wells being the Pittcock wells located east boundary of the Windy Jones Property. The Company holds a 100% working interest in the Windy Jones Property and a 78.9% net revenue interest. These assets became shut-in commencing in October 2023 due to the Company having insufficient funds to operate them and remain shut in pending successful capital raising of the Company.
Mary Bullard Property - Texas
The Company acquired the Mary Bullard Property in August 2017 for a cash consideration of approximately $50,000. The Mary Bullard Property is located in Stonewall County, about 5 ½ miles southwest of Aspermont, Texas. It is bounded on the north by King County, on the east by Haskell County, on the south by Fisher and Jones Counties, and on the west by Kent County. The asset is situated on the Eastern Shelf of the Midland Basin in the central part of the North Central Plains. The Mary Bullard Property covers 241 acres held by production and is productive in the Clearfork formation at a depth of approximately 3,200 feet. There are currently five shut-in wells, and two water injection wells. The Company holds a 100% working interest in the Mary Bullard Property and a 78.625% net revenue interest. These assets were shut-in in December 2023 and remain shut in pending successful capital raising of the Company.
| 24 |
West Henshaw Property - New Mexico
The West Henshaw Property is located in Eddy County, New Mexico, 12 miles northeast of Loco Hills in the Delaware Basin. Eddy County is in Southeast New Mexico. It is bounded by Chaves County to the north, Otero County to the east, Loving County, Texas to the south, and Lea County to the west. The West Henshaw Property covers 1,880 acres held by production. There are nine shut-in wells and four saltwater disposal wells. The Company holds a 100% working interest in the West Henshaw Property and a 72% net revenue interest. Throughout 2023, the Company completed a number of re-entry and basic workover efforts to try and establish more steady production from the West Henshaw assets. These assets were shut-in in March 2024 due to financial constraints and remain shut in pending successful capital raising of the Company.
Oxy Yates Property - New Mexico
The Oxy Yates Property is located in Eddy County, approximately eight miles north of Carlsbad, New Mexico in the Delaware Basin. It is bounded by Chaves County to the north, Otero County to the east, Loving County, Texas to the south, and Lea County to the west. The Oxy Yates Property covers 680 acres held by production. There are ten shut-in wells. The Yates formation is located at an average depth of 1,200 feet and overlies the Seven River formation and underlies the Tansill formation. The Company holds a 100% working interest in the Oxy Yates Property and a 77% net revenue interest. These assets were shut-in in March 2024 due to financial constraints and remain shut in pending successful capital raising of the Company.
Royalty Interest Properties
The Company holds royalty interests in 73 producing oil and gas wells located in Texas and New Mexico.
Conversion of Undeveloped Acreage
The Company’s process for converting undeveloped acreage to developed acreage is tied to whether there is any drilling being conducted on the acreage in question. Management expects to restart its drilling and development program in the first part of 2026, subject to receipt of additional funding.
An aggregate of 1,186 MBO and 858 MMCF, of the Company’s proved undeveloped reserves as of September 30, 2024, are part of a development plan that has been adopted by management that calls for these undeveloped reserves to be drilled within the next five years, thus resulting in the conversion of such proved undeveloped reserves to developed status within five years of initial disclosure at September 30, 2024. Management currently anticipates spending approximately $6 million in capital expenditures towards developing the Company’s proved undeveloped reserves during the 2026 fiscal year, subject to the Company acquiring the necessary financing.
Financing of Proved and Probable Undeveloped Reserves
The Company currently estimates that the total cost to develop the Company’s proved undeveloped reserves of 1,186.7 MBbl of oil and 858.6 MMcf of natural gas as of September 30, 2024 is $15,620,000. The Company expects to finance these capital costs through a combination of current cash on hand, debt financing through a line of credit or similar debt instrument, one or more offerings of debt or equity, and from cash generated from estimated revenues from sales of oil and natural gas produced at the Company’s wells.
The Company currently estimates that the total cost to develop the Company’s probable undeveloped reserves of 12,212.7 MBbl of oil and 15,427.2 MMcf of natural gas as of September 30, 2024 is $134,328,500. The Company expects to finance these capital costs through a combination of joint ventures, farm-in agreements, direct participation programs, one or more offerings of equity, a debt offering or entering into a line of credit, and from cash generated from estimated revenues from sales of oil and natural gas produced at the Company’s wells.
| 25 |
Drilling Activities
The Company drilled one well during the last three fiscal years. As at September 30, 2024, the Company had 78 gross wells and 5 net productive wells. The Company’s gross developed acreage totaled 5,177 and net developed acreage totaled 3,942 with the following property breakdown:
| Property | Gross Developed Acreage | Net Developed Acreage | Gross Productive Wells | Net Productive Wells | ||||||||||||
| Pittcock | 818 | 664.63 | 0 | 0 | ||||||||||||
| Henshaw | 1,880 | 1,353.60 | 0 | 0 | ||||||||||||
| Oxy Yates | 680 | 489.60 | 0 | 0 | ||||||||||||
| Bullard | 241 | 187.98 | 0 | 0 | ||||||||||||
| Breedlove | 1,558 | 1,246.40 | 5 | 4.00 | ||||||||||||
| Royalty Interest Properties | - | - | 73 | 0.01 | ||||||||||||
The Company has 6,000 gross undeveloped acres and 4,800 net undeveloped acres. All of the Company’s undeveloped acreage is on the Company’s Breedlove property.
The Company’s leases are nearly entirely held by production in perpetuity. If a field/lease is undeveloped it typically has a 2, 3 or 5-year term of expiry. The Company has over 340 leases covering undeveloped acreage and less than 5% of these leases have an active expiry date that is less than two years from the date of this Report.
Results of Operations
Sales and Production
The average sales prices of the Company’s oil and gas products sold in the nine months ended June 30, 2025 and 2024, and the fiscal year ended September 30, 2024 was $65.41/Boe, $72.14/Boe, and $70.53/Boe, respectively. The average sales prices of the Company’s oil and gas products sold in the three months ended June 30, 2025 and 2024 was $59.67/Boe and $nil/Boe, respectively.
The Company’s net production quantities by final product sold in the nine months ended June 30, 2025 and 2024, and the fiscal year ended September 30, 2024 was 6,071.51 Boe, 1,470.20 Boe, and 1,963.82 Boe, respectively. The Company’s net production quantities by final product sold in the three months ended June 30, 2025 and 2024 was 1,249.36 Boe and nil Boe, respectively.
The Company’s average production costs per unit for the nine months ended June 30, 2025 and 2024, and the fiscal year ended September 30, 2024, was $87.99/Boe, $112.44/Boe, and $100.02/Boe, respectively. The Company’s average production costs per unit for the three months ended June 30, 2025 and 2024 was $48.66/Boe and $nil/Boe, respectively.
| 26 |
The breakdown of production and prices between oil/condensate and natural gas was as follows:
| Net Production Volumes | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | ||||||||||||
| Oil/Condensate (Bbl) | 1,249 | - | 6,072 | 1,470 | ||||||||||||
| Natural Gas (Mcf) | - | - | - | - | ||||||||||||
| Average Sales Price | Three Months Ended June 30, 2025 |
Three Months Ended June 30, 2024 |
Nine Months Ended June 30, 2025 |
Nine Months Ended June 30, 2024 |
||||||||||||
| Oil/Condensate ($/Bbl) | 59.67 | - | 65.41 | 72.14 | ||||||||||||
| Natural Gas ($/Mcf) | - | - | - | - | ||||||||||||
The breakdown of the Company’s production quantities by individual product type for each of the Company’s fields that contain 15% or more of the Company’s total proved reserves expressed on an oil-equivalent-barrels basis was as follows:
Breedlove
| Net Production Volumes | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | ||||||||||||
| Oil/Condensate (Bbl) | 1,249 | - | 6,072 | 735 | ||||||||||||
| Natural Gas (Mcf) | - | - | - | - | ||||||||||||
Henshaw
| Net Production Volumes | Three Months Ended June 30, 2025 |
Three Months Ended June 30, 2024 |
Nine Months Ended June 30, 2025 |
Nine Months Ended June 30, 2024 |
||||||||||||
| Oil/Condensate (Bbl) | - | - | - | 735 | ||||||||||||
| Natural Gas (Mcf) | - | - | - | - | ||||||||||||
Pittcock & Mary Bullard
| Net Production Volumes | Three Months Ended June 30, 2025 |
Three Months Ended June 30, 2024 |
Nine Months Ended June 30, 2025 |
Nine Months Ended June 30, 2024 |
||||||||||||
| Oil/Condensate (Bbl) | - | - | - | - | ||||||||||||
| Natural Gas (Mcf) | - | - | - | - | ||||||||||||
| 27 |
Operating Results
Three Months Ended June 30, 2025 and 2024
For the three months ended June 30, 2025, the Company reported a net loss of $961,176 compared to a net loss of $1,248,755 for the three months ended June 30, 2024. The reduction in net loss was primarily attributable to increased revenues and lower operating expenses during the current quarter.
The Company generated oil sales revenue of $56,862 for the third quarter of fiscal 2025, compared to $nil in the comparative period of fiscal 2024. The increase in revenue reflects the resumption of oil production at the Breedlove field in October 2024. Net oil-equivalent production by final product sold during the quarter averaged 13.73 barrels per day, compared to no production in the same period of the prior year. Average production costs for the three months ended June 30, 2025 were $59.67 per Boe. In addition, the Company recognized $49,767 in fee revenue from an operator services contract entered into during the current fiscal year.
Total operating expenses for the three months ended June 30, 2025 were $517,261, compared to $664,330 in the same period of 2024, representing a 22% decrease. The increase in lease operating expenses to $100,135 (2024 - $10,421) was mainly related to the increase in production activity. General and administrative expenses declined to $373,069 (2024 - $629,836), primarily due to cost-saving initiatives implemented by management. Key components of this decrease included:
| ● | Consulting fees of $26,000 (2024 - $80,050), reflecting the termination of several consulting arrangements. |
| ● | Insurance expenses of $37,383 (2024 - $69,497) as a result of switching to lower-cost underwriters. |
| ● | Legal fees of $32,565 (2024 - $72,051) due to a lower level of required legal services mostly as a result of delays in the Company’s proposed public offering of securities in connection with our application to list our common shares on a national securities exchange. |
| ● | Salaries and benefits expenses of $87,617 (2024 - $214,376), reflecting a reduction in personnel resulting from the transition of management during the third quarter of fiscal 2024. The number of management employees decreased to one in the current quarter, compared to three in the same quarter of the prior year. |
General and administrative expenses
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||
| Accounting and audit | $ | 80,888 | $ | 103,250 | ||||
| Consulting | 26,000 | 80,550 | ||||||
| Filing and transfer agent | 11,660 | 10,047 | ||||||
| Insurance | 37,383 | 69,497 | ||||||
| Investor relations | 20,645 | 4,631 | ||||||
| Legal fees | 32,565 | 72,051 | ||||||
| Marketing and promotion | 15,503 | 9,360 | ||||||
| Office and miscellaneous | 50,577 | 26,010 | ||||||
| Rent | 4,642 | 36,043 | ||||||
| Salaries and benefits | 87,617 | 214,376 | ||||||
| Travel | 5,589 | 4,021 | ||||||
| $ | 373,069 | $ | 629,836 | |||||
| 28 |
Nine Months Ended June 30, 2025 and 2024
For the nine months ended June 30, 2025, the Company reported a net loss of $4,103,034, compared to a net loss of $2,415,991 for the nine months ended June 30, 2024. The higher net loss for the 2025 period was primarily attributable to increased operating expenses of $3,228,705 (2024 - $1,922,466) and interest expense of $1,305,201 (2024 - $98,217). These increases were partially offset by total operating revenue of $532,618, up from $86,656 in the comparative period of fiscal 2024 and a reduction of the loss on debt extinguishment of $105,349 in the first nine months of 2025 compared to a loss of $495,051 in the first nine months of 2024.
The Company generated oil sales revenue of $302,904 during the fiscal 2025 period, compared to $75,466 in the same period of fiscal 2024. The increase was due to the resumption of oil production at the Breedlove field in October 2024. Net oil-equivalent production by final product sold averaged 22.24 barrels per day in the 2025 period, compared to 5.39 barrels per day in the prior fiscal period. In addition, the Company recognized $219,767 in fee revenue from an operator services contract entered into during the second quarter.
Lease operating expenses for the nine months ended June 30, 2025 were $620,899, compared to $165,305 for the same period in fiscal 2024. The increase was attributed to higher production levels in the current period. Additionally, lease operating expenses significantly exceeded oil and gas sales revenue largely due to extensive workover and maintenance costs incurred to restart the Breedlove wells during the first quarter.
General and administrative expenses
Nine Months Ended | Nine Months Ended | |||||||
| Accounting and audit | $ | 585,472 | $ | 247,697 | ||||
| Consulting | 466,980 | 147,707 | ||||||
| Filing and transfer agent | 57,497 | 40,212 | ||||||
| Insurance | 122,781 | 131,139 | ||||||
| Investor relations | 68,371 | 73,145 | ||||||
| Legal fees | 609,767 | 349,111 | ||||||
| Marketing and promotion | 58,637 | 45,076 | ||||||
| Office and miscellaneous | 146,852 | 110,157 | ||||||
| Rent | 16,696 | 109,106 | ||||||
| Salaries and benefits | 328,790 | 391,728 | ||||||
| Stock-based compensation | 135,237 | - | ||||||
| Travel | 28,588 | 29,660 | ||||||
| Gain on settlement of trade payables | (13,648 | ) | - | |||||
| $ | 2,612,020 | $ | 1,674,738 | |||||
General and administrative expenses totaled $2,612,020 for the nine months ended June 30, 2025, compared to $1,674,738 in the same period of fiscal 2024. The increase was mainly due to expanded property development and corporate activities during the 2025 period. Specifically, the variance compared to the prior comparative period was mainly attributable to the following factors:
| ● | Accounting and audit fees of $585,472, up from $247,697 in the 2024 comparative period. The increase was largely due to the delayed start of the 2024 quarterly review work and additional costs associated with registration statements and efforts to bring delinquent SEC filings up to date. |
| ● | Consulting fees of $466,980, a significant increase from $147,707 in the same period of the prior fiscal year. The increase was primarily due to the engagement of three consultants to support potential acquisition activities, financing efforts, and corporate legal matters. The Company also retained additional contract consultants for geological, project management, and corporate consulting work in the 2025 period. |
| ● | Legal fees of $609,767, up from $349,111 in the prior period. The increase was mainly related to the regulatory work associated with the Company’s financing activities, updating its Form S-1 Registration Statement, as well as compliance with the disclosure requirements under the U.S. Exchange Act. |
| ● | Share-based compensation expenses of $135,237 (2024 - $nil) were recognized in connection with the 65,000 stock options granted to the Company’s directors and consultants. This amount represents a non-cash charge, reflecting the estimated fair value of the stock options granted and vested during the period. The Company used the Black-Scholes option pricing model for the fair value calculation. |
| 29 |
Liquidity and Capital Resources
As of June 30, 2025, the Company had a cash balance of $2,088,429, an increase of $574,838 from the cash balance of $1,513,591 as of September 30, 2024. During the nine months ended June 30, 2025, the Company used $1,841,076 in operating activities, primarily for accounting, consulting, insurance, legal, salaries, and lease operating expenses. The Company received $2,000,000 in proceeds from debt financing subscriptions and $601,601 from the issuance of convertible debentures. The Company also invested $185,687 in oil and gas property development activities during the period.
The Company had a working capital deficiency of $8,154,874 as of June 30, 2025, compared to a working capital deficiency of $5,857,870 as of September 30, 2024. The Company does not currently generate sufficient cash flows from operations to meet its obligations as they become due. Management believes the Company will require significant additional financing to meet its working capital requirements, fund planned capital expenditures, and bring its operated assets to full production capacity. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In response, the Company has reduced its operational activity to a minimal level to limit increases in the Company’s working capital deficiency. The Company has also limited its ongoing commitments and account demands going forward. Additionally, the Company is actively engaging with its trade partners to remedy its current working capital deficiency through all means available to it including but not limited to potential payment plans, financing arrangements, and principal reductions.
Management has budgeted approximately $2 million in operating expenses and $6.5 million in capital expenditures for the next 12 months, which the Company plans to finance principally from one or more equity or debt financings. The purpose of these funds will be to resume full field operations, reduce the working capital deficit, as well as invest in additional oil and gas production activities across the Company’s assets. The amount and timing of capital expenditures will depend on several factors including, but not limited to, the speed with which the Company is able to bring its wells to production, its ability to complete an equity financing or to secure a suitable line of credit, commodity prices, supply/demand considerations and attractive rates of return. There are no guarantees that the Company will be able to acquire the necessary funds to meet its budgeted capital expenditures, and any postponement of its planned development of its proved undeveloped reserves could materially affect its business, financial condition and results of operations.
Although the Company has budgeted investments of additional capital in the continued development of its oil and gas operations, it currently does not have any material commitments for capital expenditures. As of the date of this report, the Company does not have sufficient working capital to meet its anticipated operating and capital requirements over the next 12 months. The Company continues to monitor the current economic and financial market conditions and is actively evaluating its financing options.
| 30 |
Critical Accounting Estimates
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. We believe the following discussions of critical accounting estimates address all important accounting areas where the nature of accounting estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.
Oil and natural gas reserves
Crude oil and natural gas reserves are estimates of future production that impact certain asset and expense accounts included in the consolidated financial statements. Proved reserves are the estimated quantities of oil and gas that geoscience and engineering data demonstrate with reasonable certainty to be economically producible in the future under existing economic conditions, operating methods and government regulations. Proved reserves include both developed and undeveloped volumes. Proved developed reserves represent volumes expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new wells on undrilled proved acreage, or from existing wells where a relatively major expenditure is required for recompletion. Variables impacting the Company’s estimated volumes of crude oil and natural gas reserves include field performance, available technology, commodity prices, and development, production and carbon costs.
The estimation of proved reserves is important to the consolidated statements of operations because the proved reserve estimate for a field serves as the denominator in the unit-of-production calculation of the depletion of the capitalized costs for that asset. If the estimates of proved reserves used in the unit-of-production calculations had been lower by 10 percent across all calculations, the depletion in the first nine months of fiscal 2025 would have increased by approximately $10,000.
Impairment
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas assets. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates and prices believed to be consistent with those used by principal market participants. The expected future cash flows used for impairment reviews and related fair value calculations are based on estimated future production volumes, commodity prices, operating costs and capital decisions, considering all available evidence at the date of review. Differing assumptions could affect the timing and the amount of an impairment in any period.
Asset retirement obligations
The Company is subject to retirement obligations for certain assets. The fair values of these obligations are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed. In the estimation of fair value, the Corporation uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of the assets, estimated amounts and timing of settlements, discount rates, and inflation rates.
A sensitivity analysis of the asset retirement obligation impact on earnings is not practicable, given the broad range of the company’s long-lived assets and the number of assumptions involved in the estimates. Favorable changes to some assumptions would have reduced estimated future obligations, thereby lowering accretion expense and amortization costs, whereas unfavorable changes would have the opposite effect.
| 31 |
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.
Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
| ITEM 4. | CONTROLS AND PROCEDURES. |
| Evaluation of disclosure controls and procedures |
We maintain disclosure controls and procedures (as such terms are defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025, due to the material weaknesses in our internal control over financial reporting.
The following control deficiencies constitute material weaknesses in internal control over financial reporting:
| ● | Insufficient resources resulting in inadequate segregation of duties in certain accounting functions, the processing and approval of transactions, due to the size of the accounting department. | |
| ● | Ineffective controls over the depletion calculation and the preparation of the oil and gas reserve report. | |
| ● | Ineffective controls on the accounting and the valuation of complex financial instruments. | |
| ● | Ineffective review of the financial statements due to the limited financial and reporting resources. | |
| ● | Ineffective information technology general controls in the areas of user access and program change-management over certain information technology systems that support the Company’s financial reporting processes. |
Changes in internal controls
There were no changes in our internal controls over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
| 32 |
PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We are not currently involved in any material legal proceedings. We may be involved from time to time with disputes, claims and litigation related to the conduct of the Company’s business including proceedings involving employee claims, contract disputes, and other general liability claims, In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
| ITEM 1A | RISK FACTORS |
Other than as set forth below, there have been no material changes to the factors disclosed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended September 30, 2024.
There is currently a limited U.S. public market for our common shares, the stock price of our common shares may be volatile or may decline regardless of our operating performance and you may not be able to resell your common shares at or above the price you acquired such common shares.
Due to our prior delinquency in filing our periodic reports, the Form 211 originally filed with, and cleared by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Exchange Act covering our common shares was revoked by FINRA. Consequently, until a new Form 211 is filed with, and cleared by FINRA, our common shares will not be eligible for proprietary broker-dealer quotations on the OTC Pink Sheets and all quotes in our common shares on the OTC Pink Sheets will only reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. A holder may have difficulty selling its common shares in the United States and a holder may not be able to sell its common shares quickly or at the market price it feels our common shares are worth until a new Form 211 is filed with and cleared by FINRA under Rule 15c2-11 of the Exchange Act.
Further, having a limited trading market in the United States may also impair our ability to raise capital by selling our common shares and may impair our ability to enter into strategic collaborations or acquire companies or products by using our common shares as consideration.
Our obligations to holders of our debentures are secured by security interests in our assets, so if we default on those obligations, these debenture holders could foreclose on some or all of our assets.
Our obligations to holders of our debentures are secured by security interests in our assets. As of the date of this Report, approximately $6.3 million was owed to such secured debenture holders. If we default on our obligations under these debentures, our secured creditors could foreclose on their security interests and liquidate some or all of these assets, which would harm our financial condition and results of operations and would require us to reduce or cease operations and possibly seek bankruptcy protection.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
| ITEM 5 | OTHER INFORMATION |
During
the nine months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
| 33 |
| ITEM 6. | EXHIBITS |
* Filed herewith.
** Furnished herewith.
| 34 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PERMEX PETROLEUM CORPORATION | ||
| Date: August 13, 2025 | By: | /s/ Bradley Taillon |
| Bradley Taillon | ||
| President, Chief Executive Officer and Interim Chief Financial Officer | ||
| 35 |
EXHIBIT 31
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF PERMEX PETROLEUM CORPORATION
PURSUANT TO RULES 13(a)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Bradley Taillon, certify that:
| 1. | I have reviewed this report on Form 10-Q of Permex Petroleum Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2025 | /s/ Bradley Taillon |
| Bradley Taillon | |
| President, Chief Executive Officer and Interim Chief Financial Officer | |
| (Principal Executive, Financial and Accounting Officer) |
EXHIBIT 32
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Permex Petroleum Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Bradley Taillon, Chief Executive Officer and Interim Chief Financial Officer of the Company, hereby certify that, to my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934); and |
| (2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 13, 2025 | /s/ Bradley Taillon |
| Bradley Taillon | |
| Chief Executive Officer and Interim Chief Financial Officer | |
| (Principal Executive, Financial and Accounting Officer) |