Permex Petroleum Corp S-1/A, filed Nov 3, 2023
Permex Petroleum Corp (OILCF)
As filed with the Securities and Exchange Commission on November 2, 2023
Registration No. 333-268191
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERMEX PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
| British Columbia, Canada | 1381 | 98-1384682 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2911 Turtle Creek Blvd, Suite 925
Dallas, Texas 75219
(469) 804-1306
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Mehran Ehsan
Permex Petroleum Corporation
2911 Turtle Creek Blvd, Suite 925
Dallas, Texas 75219
(469) 804-1306
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Andrew J. Bond, Esq. | Rob Condon, Esq. | |
| Nazia J. Khan, Esq. | Dentons US LLP | |
| Sheppard, Mullin, Richter & Hampton LLP | 1221 Avenue of the Americas | |
| 1901
Avenue of the Stars, Suite 1600 Los Angeles, CA 90067 |
New York, New York 10020 Telephone: (212) 768-6700 | |
| Telephone: (310) 228-3700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ | Non-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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
Permex Petroleum Corporation is filing this Amendment No. 9 (this “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-268191) (the “Registration Statement”) to re-file Exhibits 5.1 and 5.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II, Item 16, Exhibits 5.1 and 5.2 and the signature page. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
* Filed herewith.
** Previously filed.
+ Indicates management contract or compensatory plan or arrangement.\
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Amendment No. 9 to Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas on the 2nd day of November, 2023.
| Permex Petroleum Corporation | ||
| By: | /s/ Mehran Ehsan | |
| Name: | Mehran Ehsan | |
| Title: | Chief Executive Officer | |
| Signature | Date | |||
| /s/ Mehran Ehsan | Chief Executive Officer, President and Director (Principal Executive Officer) | November 2, 2023 | ||
| Mehran Ehsan | ||||
| * | Chief Financial Officer (Principal Financial and Accounting Officer) | November 2, 2023 | ||
| Gregory Montgomery | ||||
| * | Chief Operating Officer and Director | November 2, 2023 | ||
| Barry Whelan | ||||
| * | Director | November 2, 2023 | ||
| Douglas Charles Urch | ||||
| * | Director | November 2, 2023 | ||
| James Perry Bryan | ||||
| * | Director | November 2, 2023 | ||
| John James Lendrum | ||||
| * | Director | November 2, 2023 | ||
| Melissa Folz |
| *By: | /s/Mehran Ehsan | |
| Name: | Mehran Ehsan | |
| Title: | Attorney-in-Fact |
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Exhibit 5.1
 |
DuMoulin Black LLP 10th Floor 595 Howe Street Vancouver BC Canada V6C 2T5 www.dumoulinblack.com
|
File No. 5082-016
November 2, 2023
Permex Petroleum Corporation
Suite 2300 – 1066 West Hastings Street
Vancouver, BC V6E 3X2
Dear Sirs/Mesdames:
| Re: | Permex Petroleum Corporation (the “Company”) |
We are British Columbia (the “Province”) securities counsel for the Company and are rendering this opinion in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “Registration Statement”) filed by the Company under the United Securities Act of 1933, as amended (the “Securities Act”), with respect to the proposed issuance and sale (the “Offering”) by the Company of an aggregate of up to $39,411,938 in the following securities of the Company:
| (i) | units (each a “Common Unit”), with each Common Unit consisting of one common share, no par value, of the Company (an “Offered Share”) and one warrant (an “Offered Warrant”) to purchase one common share of the Company (an “Offered Warrant Share”), and/or | |
| (ii) | pre-funded units (each a “Pre-Funded Unit”), with each Pre-funded Unit consisting of one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one common share of the Company (a “Pre-Funded Warrant Share”) at an exercise price of $0.01 and one Offered Warrant, to be issued to purchasers whose purchase of Offered Units would otherwise result in such purchaser, together with its affiliates and related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding Shares of the Company, all as further described in the Registration Statement. |
We understand that the Company has also granted to ThinkEquity LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”) named in Schedule 1 to the underwriting agreement to be entered into by and between the Company and the Underwriters (the “Underwriting Agreement”) in connection with the Offering, substantially in the form filed as Exhibit 1.1 to the Registration Statement, an over-allotment option entitling the Representative to purchase, up to 45 days after the closing of the Offering, additional Shares (the “Additional Shares”), Offered Warrants (the “Additional Offered Warrants”) and/or Pre-Funded Warrants (the “Additional Pre-Funded Warrants”) representing 15% of the Offered Shares, Offered Warrants and Pre-Funded Warrants sold in the Offering.
As partial consideration for the services of the Representative, as representative of the Underwriters, the Company has agreed to issue common share purchase warrants (the “Representative’s Warrants”), representing up to 5% of the aggregate number of Common Shares (or Pre-funded Warrants in lieu of Common Shares) sold in the Offering, to the Representative, each exercisable into one common share of the Company (a “Representative’s Warrant Share”), all as further described in the Registration Statement.
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Unless otherwise specifically stated, all references hereinafter to: (i) “Shares” shall mean the Offered Shares and Additional Shares; (ii) “Warrants” shall mean, collectively, the Offered Warrants, the Pre-Funded Warrants, the Additional Pre-Funded Warrants, the Additional Offered Warrants and the Representative Warrants; and (iii) the “Warrant Shares” shall mean, collectively, the Offered Warrant Shares, Pre-Funded Warrant Shares, the Representative’s Warrant Shares, the Shares underlying the Additional Offered Warrants and the Shares underlying the Additional Pre-Funded Warrants.
The Shares and Warrants are to be issued and sold by the Company to the Representative, pursuant to the Underwriting Agreement to be entered into between the Company and the Representative. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus constituting a part of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares, the Warrants, and the Warrant Shares.
For the purposes of our opinion below, we have relied solely on:
| (i) | a certificate of an officer of the Company (the “Officer’s Certificate”) dated the date hereof certifying: |
| (a) | the Certificate of Incorporation, Notice of Articles and Articles of the Company; and | |
| (b) | a copy of directors’ resolutions dated November 2, 2023 of the Company approving, among other things, the Offering, the issuance of the Shares, the Warrants, and the Warrant Shares, which resolutions we have assumed will be in full force and effect, unamended, at all relevant times and |
| (ii) | the Registration Statement. |
Whenever our opinion refers to shares of the Company whether issued or to be issued, as being “fully paid and non-assessable”, such opinion indicates that the holder of such shares will not be liable to contribute any further amounts to the Company by virtue of its status as a holder of such shares, either in order to complete payment for the shares or to generally satisfy claims of creditors of the Company. No opinion is expressed as to actual receipt by the Company of the consideration for the issuance of such shares or as to the adequacy of any consideration received.
We have also examined and relied upon such other documents as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. We have assumed the genuineness of all signatures, the legal capacity at all relevant times of any individual signing such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies or facsimiles (including scanned copies provided by email), and the authenticity of the originals of such certified or photostatic copies or facsimiles and the truth and accuracy of all corporate records of the Company and certificates of officers provided to us by the Company.
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We are solicitors qualified to practice law in the Province only and we express no opinion as to the laws of any jurisdiction, or as to any matters governed by the laws of any jurisdiction, other than the laws of the Province and the laws of Canada applicable therein. The opinions herein are based on the laws of the Province and the laws of Canada applicable therein in effect on the date hereof.
The opinions expressed below are given as of the date of this letter. We disclaim any obligation to advise the addressees or any other person of any change in law or any fact which may come or be brought to our attention after the date of this letter.
In expressing the opinions set forth below, we have assumed that the number of Shares, Warrants and Warrant Shares issued under the Offering will not exceed the maximum number of Shares, Warrants and Warrant Shares approved for issuance under the Resolutions, respectively.
Other than our review of the Officer’s Certificate, we have not undertaken any special or independent investigation to determine the existence or absence of any facts or circumstances on which our opinions herein are based, and no inference as to our knowledge of the existence of such facts or circumstances should be drawn merely from our representation of the Company.
Based and relying upon the foregoing, and subject to the assumptions and qualifications expressed above and below, we are of the opinion that:
| 1. | The Common Units and the Pre-Funded Units have been duly created and authorized for issue. |
| 2. | The Shares have been duly allotted and authorized for issue and, upon receipt of full payment of the issue price of the Shares and the issuance thereof, will be validly issued as fully paid and non-assessable shares in the capital of the Company. |
| 3. | The Warrants have been duly created and authorized for issue. The Warrant Shares have been duly allotted and authorized for issuance and, upon the valid exercise of the Warrants, including receipt by the Company of full payment of the exercise price thereof and the issuance of the Warrant Shares in accordance with the provisions of their governing instruments, the Warrant Shares will be validly issued as fully paid and non-assessable shares. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus or any supplement thereto constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Yours truly,
/s/ DeMoulin Black LLP
Exhibit 5.2
 |
Sheppard, Mullin, Richter & Hampton LLP 1901 Avenue of the Stars, Suite 1600 Los Angeles, California 90067-6055 310.228.3700 main 310.228.3701 fax www.sheppardmullin.com |
November 2, 2023
VIA ELECTRONIC MAIL
Permex Petroleum Corporation
2911 Turtle Creek Blvd., Suite 925
Dallas, Texas 75219
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Permex Petroleum Corporation, a corporation incorporated under the laws of British Columbia, Canada (the “Company”), in connection with a Registration Statement on Form S-1 (File No. 333-268191) (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company of an aggregate of up to $39,411,938 maximum aggregate amount of securities of the Company consisting of (i) common units (each a “Common Unit”), with each Common Unit consisting of one common share, no par value, of the Company (a “Common Share”) and one warrant to purchase one Common Share (a “Warrant”), and/or (ii) pre-funded units (each a “Pre-funded Unit”), with each Pre-funded Unit consisting of one pre-funded warrant to purchase one Common Share (each a “Pre-funded Warrant”) and one Warrant (the “Offering”), including Common Shares, representing up to 15% of the Common Shares sold in the Offering (the “Over-Allotment Shares”), Pre-funded Warrants (the “Over-Allotment Pre-funded Warrants”), representing up to 15% of the Pre-funded Warrants sold in the Offering and Warrants, representing up 15% of the Warrants sold in the Offering (the “Over-Allotment Warrants”) pursuant to the over-allotment option granted to ThinkEquity LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named in Schedule 1 to the underwriting agreement to be entered into by and between the Company and the Underwriters (the “Underwriting Agreement”), substantially in the form filed as Exhibit 1.1 to the Registration Statement; (iii) warrants, representing up to 5% of the aggregate number of Common Shares (or Pre-funded Warrants in lieu of Common Shares) sold in the offering (the “Representative’s Warrants”) including Common Shares for which the Underwriters have been granted an over-allotment option., with each warrant exercisable to purchase one Common Share (the “Representative’s Warrant Shares”).
The Warrants and any Over-Allotment Warrants will be governed by the terms of the Form of Warrant and a warrant agent agreement (the “Warrant Agent Agreement”) by and between the Company and Continental Stock Transfer & Trust, as warrant agent.
In connection with this opinion, we have reviewed and relied upon the following:
| ● | the Registration Statement and the related prospectus included therein; |
| ● | the form of Underwriting Agreement; |
| ● | the form of Warrant Agent Agreement; |
| ● | the form of Warrant; | |
| ● | the form of Pre-funded Warrant; |
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| ● | the form of Representative’s Warrants; |
| ● | the resolutions of the Board of Directors of the Company authorizing/ratifying the execution and delivery of the Underwriting Agreement, the Warrant Agent Agreement, the form of Warrant, the form of Pre-funded Warrant, the form of Representative’s Warrant, the preparation and filing of the Registration Statement, and other actions with regard thereto; and |
| ● | such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. |
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion, assuming no change in the applicable law or pertinent facts, that the Warrants, Pre-Funded Warrants, Over-Allotment Warrants and Over-Allotment Pre-funded Warrants, when issued and delivered against payment of the consideration therefor, as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement (and Warrant Agent Agreement as applicable), and the Representative’s Warrants when issued and delivered, as contemplated in the Registration Statement and in accordance with the terms of the Underwriting Agreement, in each case, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
We express no opinion as to matters governed by any laws other than the corporate laws of the State of New York, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus which forms part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the securities referenced herein or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the securities issued pursuant to the Underwriting Agreement, as applicable, or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.
| Respectfully submitted, | |
| /s/ Sheppard, Mullin, Richter & Hampton LLP | |
| SHEPPARD, MULLIN, RICHTER & HAMPTON LLP |
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