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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 3, 2025

 

Permex Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada   001-41558   98-1384682

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2950 North Loop West, Suite 500

Houston Texas

  77092
(Address of principal executive offices)   (Zip Code)

 

(713) 730-7797-8981

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

1.          On September 3, 2025, Permex Petroleum Corporation entered into that certain intercreditor agreement (the “Intercreditor Agreement”) with Jeffrey E. Eberwein, in his capacity as Collateral Agent (the “First Collateral Agent”) for the holders of the 10% Senior Secured Convertible Debentures (the “2024 Debentures”) issued in November 2024 (the “2024 Debentureholders”) under which the 2024 Debentureholders made certain to loans the Company (“the 2024 Loans”) and Kent Lindemuth in his capacity as Collateral Agent (the Second Collateral Agent,” together with the First Collateral Agent, the “Collateral Agents”) for the holders of the 10% Senior Secured Convertible Debentures (the “2025 Debentures) issued in July 2025 (the “2025 Debentureholder”) under which the 2025 Debentureholder made certain loans to the Company (the “2025 Loans,” together with the 2024 Loans, the “Loans”).

 

The purpose of the Intercreditor Agreement was to set for the understanding and agreement between the 2024 Debentureholders and the 2025 Debentureholders that the Liens granted to each of the Collateral Agents under the Loan Documents and any claims of the Collateral Agents relating thereto shall be treated, as among the Collateral Agents, as having equal priority and shall at all times be shared by the Collateral Agents as provided herein regardless of any claim or defense (including any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other applicable laws affecting the rights of creditors generally) to which any Collateral Agent may be entitled or subject. The Intercreditor Agreement also sets forth certain understandings with respect to the Liens and the Collateral granted to the Collateral Agents.

 

2.          On September 3, 2025, the Company entered into that certain. Omnibus First Amendment and Waiver to 2024 Debentures (the “2024 First Amendment”) with the 2024 Debentureholders to amend such debentures to provide that the liens granted under the 2025 Debentures to the 2025 Debentureholders as a “Permitted Lien” thereunder. The 2024 Debentureholders also waived the Event of Default due to the breach by the Company arising under Section 6.1(1)(d) of each of the 2024 Debentures that occurred on July 11, 2025 from the failure of the Borrower to comply with Section 2.5 of such 2024 Debenture and Section 5(d) of the Security Agreement entered into in connection with such 2024 Debentures.

 

The foregoing descriptions of terms and conditions of the Intercreditor Agreement and the 2024 First Amendment do not purport to be complete and are qualified in their entirety by the full text of the form of the Intercreditor Agreement and the 2024 First Amendment which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 8.01 Other Events.

 

On September 8, 2025, the Company issued a press release announcing its entry into memorandum of understanding with Chisos Ltd. to potentially fund up to $25 million to develop core Permian Basin Assets. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Intercreditor Agreement dated September 3, 2025
10.2   Omnibus First Amendment and Waiver to 2024 Debentures dated September 3, 2025
99.1   Press Release dated September 8, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 hereunto duly authorized.

 

  Permex Petroleum Corporation
   
September 9, 2025 By: /s/ Bradley Taillon
    Bradley Taillon
    Chief Executive Officer

 

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Exhibit 10.1

 

PARI PASSU INTERCREDITOR AGREEMENT

 

This PARI PASSU INTERCREDITOR AGREEMENT (this “Agreement”), dated as of September __, 2025, is by and among (1) JEFFREY E. EBERWEIN, in its capacity as Collateral Agent (as defined below) for the 2024 Debentureholders (as defined below) (the “First Collateral Agent”) and (2) KENT LINDEMUTH, in its capacity as Collateral Agent (as defined below) for the 2025 Debentureholders (as defined below) (the “Second Collateral Agent” and, together with the First Collateral Agent, the “Collateral Agents”).

 

R E C I T A L S

 

WHEREAS, PERMEX PETROLEUM CORPORATION, a corporation formed under the laws of the British Columbia (“Borrower”), has entered into those certain 10.00% Senior Secured Convertible Debenture Agreements, each dated November 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “2024 Debentures”), by and among the Borrower, those certain holders to the 2024 Debentures (the “2024 Debentureholders”), whereby the 2024 Debentureholders made certain loans (the “2024 Debenture Loans”) to the Borrower;

 

WHEREAS, in connection with the 2024 Debenture Loans, the Borrower and the First Collateral Agent entered into that certain Security Agreement, dated as of November 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “First Loan Security Agreement”) and certain other Transaction Documents (as defined in the 2024 Debentures) (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “First Loan Documents”);

 

WHEREAS, pursuant to the First Loan Security Agreement, the Borrower has granted to the First Collateral Agent a security interest in certain collateral of the Borrower (the “Collateral”);

 

WHEREAS, the Borrower has issued those certain 10.00% Senior Secured Convertible Debenture Agreements, each dated July 11, 2025 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “2025 Debentures”), those certain holders to the 2025 Debentures (the “2025 Debentureholders” and, together with the 2024 Debentureholders, the “Debentureholders”), whereby the 2025 Debentureholders made certain loans (the “2025 Debenture Loans”; and together with the 2024 Debenture Loans, the “Loans”) to the Borrower;

 

WHEREAS, in connection with the 2025 Debenture Loans, the Borrower and the Second Collateral Agent entered into that certain Security Agreement, dated as of July 11, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Loan Security Agreement”) and certain other Transaction Documents (as defined in the 2025 Debentures) (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Second Loan Documents” and together with the First Loan Documents, the “Loan Documents”); and

 

WHEREAS, the Collateral Agents wish to enter into this Agreement to set forth their understandings and agreements regarding their respective rights and priorities with respect to the Loans and the Collateral and any proceeds thereof.

 

1

 

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and the mutual covenants and promises set forth herein, each of the parties to this Agreement agrees as follows:

 

Section I. DEFINITIONS; INTERPRETATION.

 

1.01. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Documents, as applicable. As used in this Agreement:

 

(a) “Debtor Relief Laws” means the Bankruptcy Code (as defined in the First Loan Security Agreement), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

 

1.02. Headings. Headings in this Agreement are for convenience of reference only and are not part of the substance hereof or thereof.

 

1.03. Plural Terms. All terms defined in this Agreement in the singular form shall have comparable meanings when used in the plural form and vice versa.

 

1.04. Conflicts. In the event of a conflict between the terms of this Agreement and the terms of the Loan Documents and any agreements executed in connection therewith, the terms of this Agreement shall control.

 

1.05. Other Interpretive Provisions. References in this Agreement to any document, instrument or agreement shall (a) include all exhibits, schedules and other attachments thereto, (b) include all documents, instruments or agreements issued or executed in replacement thereof, and (c) mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “include” and “including” and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive.

 

Section II. COLLATERAL, REMEDIES AND OTHER AGREEMENTS.

 

2.01. Priority of Liens and Claims. Except as set forth herein, the Collateral Agents, for the benefit of the respective Debentureholders, hereby agree that the Liens granted to each of the Collateral Agents under the Loan Documents and any claims of the Collateral Agents relating thereto shall be treated, as among the Collateral Agents, as having equal priority and shall at all times be shared by the Collateral Agents as provided herein regardless of any claim or defense (including any claims under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other applicable laws affecting the rights of creditors generally) to which any Collateral Agent may be entitled or subject.

 

2

 

 

2.02. Prohibition on Contesting Liens. Each of the Collateral Agents agree that it shall not (and hereby waives any right to) contest or support any third-party in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any Collateral Agent in the Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent to enforce this Agreement. Notwithstanding the foregoing, to the extent any Lien or claim of a Collateral Agent is successfully challenged or determined to be subordinate through efforts by any third-party without support from the other Collateral Agent on account of such Collateral Agent’s insider status or otherwise, the Liens and claims of such other Collateral Agent shall be unaffected by such challenge or subordination. In such event, the Liens and claims of any remaining Collateral Agent shall be treated as valid and not subject to pari passu treatment to the extent, and only to the extent, a court of competent jurisdiction makes such a determination consistent with the foregoing sentence and such determination shall impact the amount, validity or priority of any remaining Collateral Agent’s Liens or claims.

 

2.03. Custody of Collateral. If any Collateral Agent acquires custody, control or possession of any Collateral then such Collateral Agent shall hold such Collateral in trust for the benefit of both Collateral Agents, for the benefit of the respective Debentureholders.

 

2.04. Additional Collateral. None of the Collateral Agents shall accept a security interest in, or a Lien on, any collateral for any Loan, unless the relevant grantor has previously or simultaneously has or simultaneously will, grant a security interest or Lien in favor of each other Collateral Agent securing the obligations of the Borrower under the Loan Documents held by such other Collateral Agent.

 

2.05. Amendment of Loan Documents. The First Collateral Agent may not amend or modify the First Loan Documents without the written consent of the Second Collateral Agent, on behalf of itself and the 2025 Debentureholders, and the Second Collateral Agent may not amend or modify the Second Loan Documents without the written consent of the First Collateral Agent, on behalf of itself and the 2024 Debentureholders.

 

2.06. General Applicability. This Agreement shall be applicable both before and after the commencement of any insolvency or liquidation proceeding involving the Borrower, including, without limitation, the filing of any petition by or against the Borrower under any Debtor Relief Laws and all converted or subsequent cases in respect thereof, and all references herein to the Borrower shall be deemed to apply to the trustee for the Borrower as debtor-in-possession. The relative rights of the Collateral Agents in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the institution of any such proceeding involving the Borrower, including, without limitation, the filing of any petition by or against the Borrower under any Debtor Relief Law and all converted cases and subsequent cases, on the same basis as prior to the date of such institution, subject to any court order approving the financing of, or use of cash collateral by, the Borrower as debtor-in-possession, or any other court order affecting the rights and interests of the Collateral Agents not in conflict with this Agreement. This Agreement shall constitute a subordination agreement for the purposes of Section 510(a) of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder and shall be enforceable in any insolvency or liquidation proceeding in accordance with its terms.

 

3

 

 

Section III. MISCELLANEOUS.

 

3.01. Third Party Beneficiaries. Nothing expressed in or to be implied from this Agreement is intended to give, or shall be construed to give, any person (including the Borrower), other than the Collateral Agents and their permitted successors and assigns hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or under or by virtue of any provision herein.

 

3.02. Notices. All notices and other communications provided for herein, (including any modifications of, or waivers or consents under this Agreement) shall be sent by (a) telecopy with receipt of appropriate confirmation (by voice or otherwise), (b) registered or certified mail with return receipt requested (postage prepaid), or (c) a recognized overnight delivery service (with charges prepaid) to the intended recipient at the address for notices specified on Schedule 1 attached hereto or at such other address as shall be designated by such party in a notice to each other party. Except as otherwise provided in this Agreement, all such notices and other communications shall be deemed to have been duly given when actually received.

 

3.03. Amendments; Waivers. Any term, covenant, agreement or condition of this Agreement, may be amended or waived if such amendment or waiver is in writing and is signed by both of the Collateral Agents.

 

3.04. Successors and Assigns.

 

(a) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Collateral Agents and their respective successors and assigns. Any purported assignment that does not comply with this Section 3.04 shall be null and void. Subject to the foregoing limitations, all references in this Agreement to any person shall be deemed to include all successors and permitted assigns of such person.

 

(b) Assignments. In connection with any assignment by any Collateral Agent (an “Assignor Secured Creditor”) to any other person (an “Assignee Secured Creditor”) of all or any portion of the Assignor’s Secured Creditor’s rights under any of the Loan Documents, such Assignor Secured Creditor shall also assign to the Assignee Secured Creditor all or such portion of such Assignor Secured Creditor’s rights and obligations under this Agreement (such an assignment to be referred to herein as an “Assignment”), and shall cause the assignee to execute and deliver to the other Collateral Agent a Counterpart Intercreditor Agreement in the form attached hereto as Exhibit A (a “Counterpart”).

 

3.05. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

 

3.06. Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

 

3.07. Merger. This Agreement supersede all prior agreements, written or oral, among the parties with respect to the subject matter of this Agreement.

 

3.08. Partial Invalidity. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any applicable law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under laws of any other jurisdiction shall in any way be affected or impaired thereby.

 

3.09. Jury Trial. EACH OF THE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING TO THIS AGREEMENT IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY LOAN DOCUMENT OR ANY OF THE TRANSACTIONS OR EVENTS REFERENCED HEREIN OR THEREIN OR CONTEMPLATED HEREBY OR THEREBY.

 

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

FIRST COLLATERAL AGENT:    
     
  JEFFREY E. EBERWEIN, as the First Collateral Agent
     
  By: /s/ Jeffrey E. Eberwein
    Jeffrey E. Eberwein
     
SECOND COLLATERAL AGENT:    
     
  KENT LINDEMUTH, as the Second Collateral Agent
     
  By: /s/ Kent Lindemuth
    Kent Lindemuth

 

[Signature page to Pari Passu Intercreditor Agreement]

 

 

 

 

ACKNOWLEDGED AND AGREED TO BY THE BORROWER:
     
  PERMEX PETROLEUM CORPORATION
     
  By: /s/ Bradley Taillon                  
  Name: Bradley Taillon
  Title: CEO
     
ACKNOWLEDGED AND AGREED TO BY THE DEBENTUREHOLDERS:
     
  Bradley Taillon, as a 2024
  Debentureholder
     
  By: Bradley Taillon
    Bradley Taillon
     
  Jeffrey E. Eberwein, as a 2024
  Debentureholder
     
  By: /s/ Jeffrey E. Eberwein
    Jeffrey E. Eberwein
     
  John R. Peckham, as a 2024
  Debentureholder
     
  By: /s/ John R. Peckham
    John R. Peckham
     
  Justin Law, as a 2024
  Debentureholder
     
  By: /s/ Justin Law
    Justin Law

 

[Signature page to Pari Passu Intercreditor Agreement]

 

 

 

 

  Kent Lindemuth, as a 2024
  Debentureholder
     
  By: /s/ Kent Lindemuth
    Kent Lindemuth
     
  Ramnarain Jaigobind, as a 2024
  Debentureholder
     
  By: /s/ Ramarain Jaigobind
    Ramnarain Jaigobind
     
  JP Exploration, LLC, as a 2024
  Debentureholder
     
  By: Jason L. Pickerell
  Name: Jason L. Pickerell
  Title: Member
     
  FREX GmbH, as a 2024
  Debentureholder
     
  By: ./s/ Frederick Reimann
  Name: Frederick Reimann
  Title: Managing Director
     
  Kent Lindemuth, as a 2025
  Debentureholder
   
  By: /s/Kent Lindemuth
    Kent Lindemuth

 

 

 

 

Schedule 1

Notice Information

 

(a) if to the First Collateral Agent, at:

 

Jeffrey E. Eberwein

4 Lockwood Avenue

Old Greenwich, CT 06870, USA

Attention: Jeffrey E. Eberwein

E-mail: [email protected]

 

(b) If to the Second Collateral Agent, at:

 

Kent Lindemuth

4350 NW Green Hills Place

Topeka, KS 66618, USA

Attention: Kent Lindemuth

E-mail: [email protected]

 

 

 

 

EXHIBIT A

 

COUNTERPART TO PARI PASSU INTERCREDITOR AGREEMENT

 

IN WITNESS WHEREOF, the undersigned has caused this Counterpart to Pari Passu Intercreditor Agreement, dated as of _________, 20__ (this “Counterpart”), to be duly executed and delivered by its duly authorized officer. Upon execution and delivery of this Counterpart to the other Collateral Agent, the undersigned shall be a Collateral Agent under the Pari Passu Intercreditor Agreement and shall be as fully a party to the Pari Passu Intercreditor Agreement as if such Collateral Agent were an original signatory thereto.

 

  [NAME OF SECURED CREDITOR]
     
  By:  
  Name:  
  Title:           
     
  [Notice Information for purpose of the Pari Passu Intercreditor Agreement is as follows:]

 

 

 

 

 

 

Exhibit 10.2

 

OMNIBUS FIRST AMENDMENT AND WAIVER TO 2024 DEBENTURES

 

This OMNIBUS FIRST AMENDMENT AND WAIVER TO 2024 DEBENTURES (this “Amendment”), is dated as of September 3, 2025, by and among PERMEX PETROLEUM CORPORATION, a corporation formed under the laws of the British Columbia (“Borrower”) and the 2024 Debentureholders (as defined below) party hereto.

 

WITNESSETH:

 

WHEREAS, the Borrower has entered into those certain 10.00% Senior Secured Convertible Debenture Agreements, each dated November 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “2024 Debentures”), between the Borrower and those certain holders of each 2024 Debenture (the “2024 Debentureholders”), whereby the 2024 Debentureholders made respective loans (the “2024 Debenture Loans”) to the Borrower;

 

WHEREAS, the Borrower has requested that each 2024 Debentureholder agree to amend certain definitions and provisions of each respective 2024 Debenture and waive the Specified Default (as hereinafter defined), in each case, in accordance with the terms and conditions hereof; and

 

WHEREAS, each 2024 Debentureholder agrees to amend the respective 2024 Debenture and waive the Specified Default (as hereinafter defined), subject to the terms and conditions set forth herein;

 

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

SECTION 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the 2024 Debentures, as amended hereby.

 

SECTION 2. Amendments.

 

(a) The following definition set forth in Section 1.1 of each 2024 Debenture is hereby deleted in its entirety and replaced as follows:

 

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

Permitted Liens” means (a) liens for Taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested; (b) liens of landlords, warehouseman, processors, suppliers, materialmen, mechanics, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such lien) for which adequate reserves are being maintained; (c) liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution (but only to the extent such banker’s liens, rights of set-off or other rights are in respect of customary service charges relative to such deposit accounts and other funds, and not in respect of any loans or other extensions of credit by such bank or other financial institution to Borrower); (d) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (e) cash deposits or pledges made (i) to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations or (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower in the ordinary course of business supporting obligations of the type set forth in the foregoing clause (i); (f) judgement Liens arising solely as a result of the existence of judgements, orders or awards that do not constitute an Event of Default; (g) the interests of lessors under operating leases and nonexclusive licensors under license agreements; (h) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower in the ordinary course of business and (k) Liens securing the indebtedness incurred by the Borrower pursuant to that certain 10.00% Senior Secured Convertible Debenture Agreement, dated July 11, 2025 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “2025 Debenture”), between the Borrower and Kent Lindemuth in his capacity as the debentureholder;

 

SECTION 3. Waiver. The 2024 Debentureholders hereby waive the Event of Default due to the breach by the Borrower arising under Section 6.1(1)(d) of each of the 2024 Debentures that occurred on July 11, 2025 from the failure of the Borrower to comply with Section 2.5 of such 2024 Debenture and Section 5(d) of the Security Agreement entered into in connection with such 2024 Debenture (the “Specified Default”).

 

SECTION 4. Representations, Warranties and Covenants of the Borrower. The Borrower represents and warrants to each 2024 Debentureholder and agrees that:

 

(a) After giving effect to this Amendment, the representations and warranties contained in the 2024 Debentures (as amended hereby) and the other outstanding Transaction Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes that are a result of any act or omission specifically permitted under the 2024 Debentures (or under any Transaction Document), or as otherwise specifically permitted by the respective 2024 Debentureholder;

 

(b) After giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;

 

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

(c) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrower, and this Amendment is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and

 

(d) the execution, delivery and performance of this Amendment do not conflict with or result in a breach by the Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Person is a party or is subject.

 

SECTION 5. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of each of the following conditions, as determined by the 2024 Debentureholders in their respective sole discretion:

 

(a) The Borrower shall have executed and delivered to the 2024 Debentureholders this Amendment and such other documents as the 2024 Debentureholders may request; and

 

(b) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the 2024 Debentureholders.

 

SECTION 6. Costs and Expenses. The Borrower hereby affirms its obligation under the 2024 Debentures to reimburse the respective 2024 Debentureholders for all expenses paid or incurred by the respective 2024 Debentureholders in connection with the preparation, negotiation, execution and delivery of this Amendment.

 

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

 

SECTION 8. Effect of Amendment; Reaffirmation of Loan Documents. (a) Nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the 2024 Debentures or the other outstanding Transaction Documents other than as expressly set forth herein. The 2024 Debentures (as amended hereby) and each of the other outstanding Transaction Documents remain and continue in full force and effect and are hereby ratified and reaffirmed in all respects. The Borrower hereby further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the 2024 Debentures or any other Transaction Document to the collateral agent identified in the respective Security Agreement as collateral security for the Obligations under the Transaction Documents, in accordance with their respective terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such Obligations, continues to be and remain collateral for such obligations from and after the date hereof. Upon the effectiveness of this Amendment, each reference in the 2024 Debentures to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the 2024 Debentureholders as amended hereby.

 

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

(b) Except as expressly set forth in this Amendment, execution of this Amendment by the 2024 Debentureholders (i) shall not constitute a waiver of any Event of Default that may currently exist or hereafter arise under the 2024 Debentures, (ii) shall not impair, modify, restrict or limit any right, power, privilege or remedy of the 2024 Debentureholders with respect to any Event of Default that may now exist or hereafter arise under the 2024 Debentures or any of the other Transaction Documents, and (iii) shall not constitute any custom, course of dealing or other basis for altering any obligation of the Borrower or any right, power, privilege or remedy of any the 2024 Debentureholder under the 2024 Debentures or any of the other Transaction Documents.

 

(c) Except as expressly set forth in this Amendment, the amendments, consents, modifications and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the 2024 Debentureholders or any other Transaction Document, nor operate as a waiver of any Event of Default.

 

(d) This Amendment is a Transaction Document.

 

(d) To the extent that any terms and conditions in any of the Transaction Documents shall contradict or be in conflict with any terms or conditions of the 2024 Debentures, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the 2024 Debentures and the Transaction Documents as modified or amended hereby.

 

SECTION 9. Headings. Section headings in this Amendment are included herein for convenience of any reference only and shall not constitute a part of this Amendment for any other purposes.

 

SECTION 10. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

SECTION 11. Entire Agreement. This Amendment, and terms and provisions hereof, the 2024 Debentures and the other Transaction Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

 

SECTION 12. Execution in Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

 

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

 

BORROWER: PERMEX PETROLEUM CORPORATION,
     
  By: /s/ Bradley Taillon
  Name: Bradley Taillon
  Title: CEO

 

[Signature Pages Continue]

 

Signature Page to

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

2024 DEBENTUREHOLDERS: Bradley Taillon, as a 2024 Debentureholder
     
  By: /s/ Bradley Taillon
    Bradley Taillon
     
  Jeffrey E. Eberwein, as a 2024 Debentureholder
     
  By: /s/ Jeffrey E. Eberwein
    Jeffrey E. Eberwein
     
  John R. Peckham, as a 2024 Debentureholder
     
  By: /s/ John R. Peckham
    John R. Peckham
     
  Justin Law, as a 2024 Debentureholder
     
  By: /s/ Justin Law
    Justin Law
     
  Kent Lindemuth, as a 2024  Debentureholder
     
  By: /s/ Kent Lindemuth
    Kent Lindemuth
     
  Ramnarain Jaigobind, as a 2024 Debentureholder
     
  By: /s/ Ramarian Jaigobind
    Ramnarain Jaigobind
     
  JP Exploration, LLC, as a 2024 Debentureholder
     
  By: /s/ Jason L. Pickerell
  Name: Jason L. Pickerell
  Title: Member
     
  FREX GmbH, as a 2024 Debentureholder
     
  By: /s/ Frederick Reimann
  Name: Frederik Reimann
  Title: Managing Director

 

Signature Page to

OMNIBUS FIRST Amendment and waiver to

2024 DEBENTURES

 

 

 

 

Exhibit 99.1

 

 

Permex Petroleum Corporation Announces Memorandum of Understanding to potentially fund up to $25 million USD to develop core Permian Basin Assets

 

VANCOUVER, BC – September 8th, 2025 - Permex Petroleum Corporation (CSE: OIL) (FSE: 75P) (“Permex” or the “Company”), a publicly traded oil and gas exploration and production company with assets in the Permian Basin, is pleased to announce it has entered into a non-binding Memorandum of Understanding (the “MOU”) with Chisos Ltd. (“Chisos”) to potentially fund up to US$25 million, in development capital from Chisos, a Houston-based private oil and gas operator and non-operated interest partner with interests across the United States.

 

Pursuant to the terms of the MOU, Chisos has agreed to deploy up to US$25 million in development capital to acquire a non-operating working interest of not more than 50% in specific wells and leasehold to be developed and operated by Permex. The financing, which is subject to the negotiation and execution of definitive documentation, is planned to occur over several tranches with the initial target tranche of US$10 million to fund the drilling of eight (8) vertical wells by Permex on its ‘Breedlove” asset in the Permian Basin. Any financing by Chisos is contingent upon Permex matching funds dollar for dollar.

 

“We believe that this partnership signifies a tremendous vote of confidence in not only the asset quality of Permex’s Midland Basin leasehold but also of the operating team here at Permex. The non-operating structure of Chisos’s potential investment speaks to the confidence Chisos’s team has in Permex’s operational capabilities and development plans,” stated Permex CEO Brad Taillon.

 

“We believe this opportunity could result in significant enterprise value for Permex and its shareholders by potentially funding the full development of Permex’s core assets in the Midland Basin. We also believe that this is a natural partnership given Chisos’ owner and founder, James Perry Bryan’s experience with our assets and as a previous member of the Company’s board of directors, and we are excited to partner with James Perry Bryan and his team at Chisos” added Taillon.

 

Chisos’ CEO, Marshall Baker, stated “Chisos has a history with this field and understands the potential value that exists across these assets - we are excited to partner with Permex to help unlock that value.”

 

Chisos is owned by longtime Texas oilman James Perry Bryan, known professionally for his role as CEO and President of Gulf Canada Resources Limited, Chairman and CEO of Nuevo Energy Company, CEO of Bellwether Exploration and Chairman and CEO of Torch Energy Advisors, Inc among many other significant roles. James Perry Bryan is a former Permex Director and currently beneficially holds approximately 12.75% of current Permex common shares outstanding on a partially diluted basis.

 

 

 

 

About Permex Petroleum Corporation

Permex Petroleum Corporation (CSE: OIL) (FSE: 75P) is a uniquely positioned junior oil & gas company with assets and operations across the Permian Basin. The Company is focused on the development of oil and gas assets with a strategic emphasis on assets for Bitcoin mining operations alongside hydrocarbon production. For more information, please visit www.permexpetroleum.com.

 

About Chisos Ltd.

 

Chisos, Ltd. is a Houston-based oil and gas company dedicated to exploration and production. Opened in 1995 by Torch Energy founder and chairman JP Bryan, Chisos currently operates wells in New Mexico, Texas, Mississippi and Louisiana. Additionally, Chisos participates as a non-operated working interest partner and royalty owner across 10 states and operates pipelines in Louisiana and Mississippi.

 

For more information about Chisos, please visit www.chisosltd.com.

 

Contact Information

 

Permex Petroleum Corporation

 

Brad Taillon

President & Chief Executive Officer

(713) 730-7797

 

Renmark Financial Communications USA Inc.

 

Henri Perron, CPIR:

[email protected]

Tel.: (416) 644-2020 or (212)-812-7680

www.renmarkfinancial.com

 

For more information about Permex, please visit www.permexpetroleum.com.

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the Company’s execution of definitive agreements relating to the terms contained in the MOU, as well as Permex’s ability to secure the necessary financing required to facilitate Chisos’ deployment of capital outlined in the MOU.

 

Additionally, forward-looking statements involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Company will not be able to execute definitive documentation concerning the terms outlined in the MOU or that the Company will not be able to secure the necessary financing to secure Chisos’ deployment of capital.

 

The forward-looking statements contained in this press release represent management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.