UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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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