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As filed with the Securities and Exchange Commission on November 9, 2022

 

Registration No. 333-268191

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

AMENDMENT NO. 1

to

FORM S-1/A

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.

 

 

 

 
 

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION   DATED NOVEMBER 9, 2022

 

Up to 3,600,000 Common Units, Each Consisting of a Common Share and a Warrant to Purchase One Common Share

 

Up to 3,600,000 Pre-funded Units, Each Consisting of a Pre-funded Warrant to Purchase One Common Share and a Warrant to Purchase One Common Share

 

 

Permex Petroleum Corporation

 

 

This is a firm commitment public offering of securities of Permex Petroleum Corporation, consisting of an aggregate of 3,600,000 common units (each, a “Common Unit”). Each Common Unit consists of one common share, no par value per share (a “Common Share”), and one warrant (each a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $     , equal to 125% of the public offering price of one Common Unit, and expire five years from date of issuance.

 

A holder will not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder prior to issuance, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants (the “Warrant Exercise Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.

 

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each a “Pre-funded Unit”) in lieu of Common Units.  We are offering a maximum of 3,600,000 Pre-funded Units.  Each Pre-funded Unit will consist of one pre-funded warrant to purchase one Common Share at an exercise price of $0.01 per share (each a “Pre-funded Warrant”) and one Warrant.  The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this offering, minus $0.01. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time and are subject to the Warrant Exercise Limitation.

 

For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis up to 3,600,000. Common Units and Pre-funded Units will not be certificated.  The Common Shares included in the Common Units or Pre-funded Units, as the case may be, and the Warrants included in the Common Units or the Pre-funded Units, can only be purchased together in this offering, but the securities contained in the Common Units and Pre-funded Units are immediately separable and will be issued separately.

 

The offering also includes the Common Shares issuable from time to time upon exercise of the Pre-funded Warrants and Warrants

  

We have applied to have the Common Shares and Warrants listed on the New York Stock Exchange American (“NYSE American”) upon our satisfaction of the NYSE American’s initial listing criteria under the trading symbols “OILS” and “OILSW,”respectively. No assurance can be given that our application will be approved. If our Common Shares and Warrants are not approved for listing on the NYSE American, we will not consummate this offering. In order to obtain NYSE American listing approval we effected a 1-for-60 reverse split of our Common Shares on November 2, 2022. We do not intend to apply for the listing of the Common Units, Pre-funded Units or Pre-funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited

 

Our Common Shares are presently listed on the Canadian Securities Exchange and the Frankfurt Stock Exchange under the symbols “OIL” and “75P”, respectively, and quoted on the OTCQB tier of the OTC Markets Group, Inc. under the symbol “OILCD.” The closing price of our Common Shares on November 8, 2022, as reported by the OTCQB was $3.74 per common share. We have assumed a public offering price of $3.74 per Common Unit (which is based on the closing price of our Common Shares as reported by the OTCQB on November 8, 2022). The final public offering price will be determined through negotiation between us and the representative of the underwriters in the offering and the assumed offering price used throughout this prospectus may not be indicative of the final offering price. At present, there is a very limited market for our Common Shares and there is no established trading market for the Warrants. The trading price of our Common Shares has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in “Risk Factors.”

 

Quotes of the trading prices of our Common Shares on the OTCQB may not be indicative of the market price of our Common Shares if listed on the NYSE American.

 

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 17 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in the Company’s securities.

 

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

   Per Common Unit   Pre-funded Unit   Total 
Public offering price  $                $                 $           
Underwriting discounts and commissions (1)  $    $    $  
Net proceeds to us, before expenses  $    $    $  

 

1. Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriters. The underwriters will receive compensation in addition to the discounts and commissions. The registration statement, of which this prospectus is a part, also registers for sale warrants to purchase Common Shares to be issued to the representative of the underwriters. We have agreed to issue the warrants to the representative of the underwriters as a portion of the underwriting compensation payable to the underwriters in connection with this offering. We refer you to “Underwriting” beginning on page 94 of this prospectus for additional information regarding underwriting compensation.

 

We have granted a 45-day option to the underwriters to purchase up to 540,000 additional Common Shares, and/or up to 540,000 Pre-funded Warrants and/or up to 540,000 Warrants representing 15% of the Common Shares, Pre-funded Warrants and Warrants sold in the offering, solely to cover over-allotments, if any.

 

The underwriters expect to deliver our securities to purchasers in the offering on or about            , 2022.

 

ThinkEquity

 

Prospectus dated            , 2022

 

 

 

 

 

-i-

 

 

TABLE OF CONTENTS

 

GLOSSARY OF TERMS 1
PROSPECTUS SUMMARY 4
RISK FACTORS 17
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 34
MARKET FOR OUR COMMON SHARES AND RELATED STOCKHOLDER MATTERS 35
USE OF PROCEEDS 35
DIVIDEND POLICY 36
CAPITALIZATION 36
DILUTION 37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39
BUSINESS 54
MANAGEMENT 68
EXECUTIVE COMPENSATION 72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 77
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 79
DESCRIPTION OF SHARE CAPITAL 80
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 84
TAX CONSIDERATIONS 84
CAUTIONARY STATEMENT ON SERVICE OF PROCESS AND THE ENFORCEMENT OF CIVIL LIABILITIES 93
UNDERWRITING 94
LEGAL MATTERS 101
EXPERTS 101
WHERE YOU CAN FIND ADDITIONAL INFORMATION 102
ABOUT THIS PROSPECTUS 102
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

 

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of securities.

 

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the U.S. Securities and Exchange Commission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

 

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction.

 

This prospectus and the documents incorporated by reference in this prospectus contain market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and any related free writing prospectus. Accordingly, investors should not place undue reliance on this information.

 

-ii-

 

 

GLOSSARY OF TERMS

 

Unless otherwise indicated in this prospectus, 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 prospectus.

 

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.

 

MBbl.” One thousand barrels of crude oil, condensate or NGLs.

 

MBoe” One thousand barrels of oil equivalent.

 

Mcf.” One thousand cubic feet of natural gas.

 

MMCF.” one million cubic feet.

 

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.

 

-1-
 

 

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.

 

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.

 

-2-
 

 

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 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 United States Securities and Exchange Commission (the “SEC”

 

-3-
 

 

PROSPECTUS SUMMARY

 

This summary highlights information contained in this prospectus. It does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. Except as otherwise required by the context, references to “Permex,” “the Company,” “we,” “us” and “our” are to Permex Petroleum Corporation, a corporation organized under the laws of British Columbia, Canada, individually, or as the context requires, collectively with its subsidiary. Certain operational terms used in this prospectus are defined in the “Glossary of Terms.” All references to “U.S. Dollars,” “USD” or “$” are to the legal currency of the United States, and all references to “CAD$” and “C$” are to the legal currency of Canada. All references to “M$” are in thousands of dollars.

 

On November 2, 2022, we effected a 1-for-60 reverse split of our outstanding Common Shares. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of Common Shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been adjusted accordingly. All information presented in this prospectus have been retrospectively restated to give effect to our 1-for-60 reverse split of our outstanding Common Shares, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split.

 

Company Overview

 

We are an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties on private, state and federal land in the United States, primarily in the Permian Basin region of West Texas and Southeast New Mexico which includes the Midland – Central Basin and Delaware Basin. We focus on acquiring producing assets at a discount to market, increasing production and cash-flow through recompletion and re-entries, secondary recovery and lower risk infill drilling and development. Currently, we own and operate various oil and gas properties as well as royalty interests in 73 wells and five permitted wells across 3,800 acres within the Permian Basin. Overall, we own and operate more than 78 oil and gas wells, have more than 11,700 net acres of production oil and gas assets, 62 shut-in opportunities, 17 salt water disposal wells and two water supply wells allowing for waterflood secondary recovery.

 

Oil and Gas Properties

 

We hired MKM Engineering, who prepared for us an Appraisal of Certain Oil and Gas Interests owned by Permex Petroleum Corporation located in New Mexico and Texas as of September 30, 2021 (the “2021 Appraisal Report”) as well as an Appraisal of Certain Oil and Gas Interests owned by Permex Petroleum Corporation located in New Mexico and Texas as of September 30, 2020 (the “2020 Appraisal Report” and together with the 2021 Appraisal Report, the “Appraisal Reports”). MKM Engineering is independent with respect to Permex Petroleum Corporation as provided in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. MKM Engineering’s estimates of our proved and probable reserves in each of the Appraisal Reports were prepared according to generally accepted petroleum engineering and evaluation principles, and each of the Appraisal Reports conform to SEC Pricing. The Appraisal Reports are each filed as an exhibit to the registration statement for which this prospectus is a part.

 

The Appraisal Reports were each specifically prepared by Michele Mudrone, an employee of MKM Engineering, a registered Professional Engineer in the State of Texas, and a member of the Society of Petroleum Engineers. Ms. Mudrone graduated from the Colorado School of Mines with a Bachelor of Science degree in Petroleum Engineering in 1976 and has been employed in the petroleum industry and directly involved in reservoir engineering, petrophysical analysis, reservoir simulation and property evaluation since that time. Ms. Mudrone certified in each Appraisal Report that she did not receive, nor expects to receive, any direct or indirect interest in the holdings discussed in the report or in the securities of the Company. Because of our current size, we do not have any technical person responsible for overseeing the preparation of the reserve estimates presented herein (or have any internal control policies pertaining to estimates of oil and gas reserves), and consequently, we rely exclusively on the Appraisal Reports in the preparation of the reserve estimates present in this prospectus.

 

Since all of our reserves are from conventional reservoirs, MKM Engineering assumed for the purposes of its appraisal reports that the technology to be used to develop our reserves would include horizontally drilled wells, fracturing, and acidizing.

 

The following tables show a summary of our reserves as of September 30, 2021 and September 30, 2020 which have been derived from the Appraisal Reports and conform to SEC Pricing.

 

 

-4-
 

 

Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   6,199.4    399.3    188.1    5,612.0 
Natural Gas  Mcf   3,018.3    314.4    97.5    2,606.4 
Revenue                       
Oil/Condensate  M$   347,051.0    21,920.1    10,468.6    314,662.3 
Natural Gas  M$   8,906.8    949.0    286.9    7,670.9 
Severance and Ad Valorem Taxes  M$   26,171.1    1,927.3    774.5    23,469.3 
Operating Expenses  M$   43,511.4    8,048.8    3,057.0    32,405.6 
Investments  M$   71,700.0    791.9    689.6    70,218.5 
Operating Income (BFIT)  M$   214,575.4    12,101.2    6,234.4    196,239.8 
Discounted @ 10%  M$   100,772.6    6,356.0    3,644.6    90,772.0 

 

Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   3,706.4    254.9    294.5    3,157.0 
Natural Gas  Mcf   740.3    64.9    17.6    657.8 
Revenue                       
Oil/Condensate  M$   149,380.6    10,201.3    12,077.9    127,101.4 
Natural Gas  M$   1,313.0    58.7    32.6    1,221.7 
Severance and Ad Valorem Taxes  M$   11,404.2    903.6    863.4    9,637.2 
Operating Expenses  M$   38,863.8    5,590.5    2,818.4    30,454.9 
Investments  M$   26,262.9    630.1    807.0    24,825.8 
Operating Income (BFIT)  M$   74,162.6    3,135.8    7,621.7    63,405.1 
Discounted @ 10%  M$   29,113.0    1,806.4    4,057.8    23,249.0 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   7,466.5    119.8    7,346.7 
Natural Gas  Mcf   10,252.1    6.3    10,245.8 
Revenue                  
Oil/Condensate  M$   411,745.8    6,686.4    405,059.4 
Natural Gas  M$   30,171.8    18.4    30,153.4 
Severance and Ad Valorem Taxes  M$   23,511.2    478.1    23,033.1 
Operating Expenses  M$   50,336.3    1,061.2    49,275.1 
Investments  M$   102,884.9        102,884.9 
Operating Income (BFIT)  M$   265,185.3    5,165.5    260,019.8 
Discounted @ 10%  M$   123,329.8    1,957.5    121,372.3 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   439.4    121.9    317.5 
Natural Gas  Mcf   126.3    6.3    120.0 
Revenue                  
Oil/Condensate  M$   17,637.2    5,024.7    12,612.5 
Natural Gas  M$   232.3    12.3    220.0 
Severance and Ad Valorem Taxes  M$   1,279.6    359.4    920.2 
Operating Expenses  M$   2,404.2    952.6    1,451.6 
Investments  M$            
Operating Income (BFIT)  M$   14,185.7    3,725.0    10,460.7 
Discounted @ 10%  M$   5,844.7    1,489.9    4,354.8 

 

Probable reserves are unproven reserves that geologic and engineering analyses suggest are more likely than not to be recoverable. They are not comparable to proved reserves and estimates of oil, condensate, and gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Such reserve and revenue estimates are based on the information currently available, the interpretation of which is subject to uncertainties inherent in applying judgmental factors.

 

-5-
 

 

Conversion of Undeveloped Acreage

 

Our process for converting undeveloped acreage to developed acreage is tied to whether there is any drilling being conducted on the acreage in question. During the fiscal year ended September 30, 2021, we did not commence drilling on any undeveloped acreage and no undeveloped reserves were converted into proved developed reserves. We also did not make any investments in, or make any progress towards, converting proved undeveloped reserves to proved developed reserves during the year ended September 30, 2021. We also have not begun drilling on any undeveloped acreage or make any investments in undeveloped reserves during 2022 as of the date hereof.

 

An aggregate of 5,612 MBoe and 2,606 MMCF of our proved undeveloped reserves as of September 30, 2021, 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, 2021.

 

Proved Undeveloped Reserves Additions

 

From September 30, 2020 to September 30, 2021, we had proved undeveloped reserve additions of 2,779.78 MBoe, mostly as a result of the acquisition of an aggregate of 6,046 net acres of new properties located in Martin County, Texas during the fiscal year ended 2021, being partially offset by the sales of certain acreage at our Peavy property in Young County, Texas and our property in Gaines County, Texas to a third party and a reclassification of 120.85 MBoe from proved undeveloped reserves to probable undeveloped reserves at our West Henshaw property in Eddy County, New Mexico. This reclassification was the result of a determination in 2021 that certain proved undeveloped reserves on the West Henshaw property were not a direct offset to a producing well and consequently should be categorized as undeveloped probable reserves. The specific changes to our proved undeveloped reserves from September 30, 2020 to September 30, 2021 were as follows:

 

   Breedlove   Peavy   Gaines County   Henshaw   Royalty Wells   Total 
Beginning balance at September 30, 2020 (MBoe)(1)                       3,266.59 
Production (MBoe)(1)                        
Revisions or reclassifications of previous estimates (MBoe)(1)               (120.85)       (120.85)
Improved Recovery (MBoe)(1)                        
Extensions and Discoveries (MBoe)(1)                        
Acquisitions/Purchases (MBoe)(1)   5,584.14                0.23    5,584.37 
Sales (MBoe)(1)       (70.40)   (2,614.00)           (2,684.40)
Price Change (MBoe)                       0.66 
Ending balance as of September 30, 2021 (MBoe)(1)                       6,046.37 

 

(1) Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended September 30, 2021, the average prices of WTI (Cushing) oil and NYMEX Henry Hub natural gas were $57.69 per Bbl and $2.94 per Mcf, respectively, resulting in an oil-to-gas ratio of over 19 to 1.

 

-6-
 

 

Financing of Proved and Probable Undeveloped Reserves

 

We currently estimate that the total cost to develop our proved undeveloped reserves of 5,612.0 MBbl of oil and 2,606.4 Mcf of natural gas as of September 30, 2021 is $67,940,950. We expect 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 our wells.

 

We currently estimate that the total cost to develop our probable undeveloped reserves of 7,346.7 MBbl of oil and 10,245.8 Mcf of natural gas as of September 30, 2021 is $102,884,900. We expect 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 our wells.

 

Drilling Activities

 

We did not drill any wells during the fiscal years ended September 30, 2019, 2020 and 2021. As at September 30, 2021, we had 95 gross wells and 17.29 net productive wells, with 89 wells producing oil and six wells producing natural gas, and our gross developed acreage totaled 5,177 and net developed acreage totaled 3,942 with the following geographic breakdown:

 

Property  Gross Developed Acreage   Net Developed Acreage   Gross Productive Wells   Net Productive Wells 
Pittcock   818    664.63    1    0.81 
Henshaw   1,880    1,353.60    2    1.44 
Oxy Yates   680    489.60    2    1.44 
Bullard   241    187.98    1    0.78 
Breedlove   1,558    1,246.40    16    12.80 
Royalty Interest Properties           73    0.01 

 

We have 6,000 gross undeveloped acres and 4,800 net undeveloped acres. All of our undeveloped acreage is on our Breedlove property.

 

Our leases are held by production in perpetuity. If a field/lease is undeveloped it typically has a 2, 3 or 5 year term of expiry. We have over 340 leases covering undeveloped acreage and less than 3% of these leases have a two year expiry date from the date of this prospectus.

 

Sales and Production

 

The average sales prices of our oil and gas products sold in the fiscal years ended September 30, 2021, 2020 and 2019 was $46.86, $38.51, and $51.79, respectively.

 

Our net production quantities by final product sold in the fiscal years ended September 30, 2021, 2020, and 2019 was 30,623.69 Boe, 20,112.44 Boe, and 1,112.87 Boe, respectively.

 

Our average production costs per unit for the fiscal years ended September 30, 2021, 2020, and 2019, was $23.56, $27.93, and $32.59, respectively.

 

The breakdown of production and prices between oil/condensate and natural gas was as follows:

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)   947    16,240    25,513 
Natural Gas (Mcf)   1,410    9,196    13,121 

 

Average Sales Price  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate ($/Bbl)   58.36    41.09    49.67 
Natural Gas ($/Mcf)   3.40    1.44    2.04 

 

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The breakdown of our production quantities by individual product type for each of our fields that contain 15% or more of our total proved reserves expressed on an oil-equivalent-barrels basis was as follows:

 

Breedlove

 

Net Production Volumes  Fiscal Year Ended September 30, 2021  

Fiscal Year

Ended

September 30, 2020

  

Fiscal Year

Ended

September 30, 2019

 
Oil/Condensate (Bbl)        —     
Natural Gas (Mcf)   419    

     

 

Henshaw

 

Net Production Volumes 

Fiscal Year

Ended

September 30, 2021

  

Fiscal Year

Ended

September 30, 2020

   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)           1,519 
Natural Gas (Mcf)            

 

McMurtry-Loving

 

Net Production Volumes 

Fiscal Year

Ended

September 30, 2021

  

Fiscal Year

Ended

September 30, 2020

   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)           2,634 
Natural Gas (Mcf)            

 

ODC San Andres

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020  

Fiscal Year

Ended

September 30, 2019

 
Oil/Condensate (Bbl)   14,464    11,570     
Natural Gas (Mcf)   4,982    2,605    

 

 

Texas Properties

 

Breedlove “B” Clearfork Leases

 

In September 2021, we, through our wholly-owned subsidiary, Permex Petroleum US Corporation, acquired 100% Working Interest and 81.75% Net Revenue Interest in the Breedlove “B” Clearfork leases. 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. It is bounded on the north by Dawson County, on the east by Howard County, on the south by Glasscock and Midland Counties, and on the west by Andrews County. There is a total of 25 vertical wells of which 12 are producers, 4 are saltwater disposal wells and 9 that are shut-in opportunities. In January 2022, we began the pilot re-entry on the Carter Clearfork well #5, which is one of 67 shut-in wells that we currently own.

 

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Pittcock Leases

 

The Pittcock Leases are situated in Stonewall County which 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 is currently one producing well, ten shut-in wells, two saltwater disposal wells, and a water supply well. We hold 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. We hold 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 to the offset wells being the Pittcock wells located east boundary of the Windy Jones Property. We hold a 100% working interest in the Windy Jones Property and a 78.9% net revenue interest.

 

Mary Bullard Property

 

We acquired the Mary Bullard Property in August 2017. The Mary Bullard Property is located in Stonewall County, about 5 ½ miles south west 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 is currently one producing well, four shut-in wells, and two water injection wells. We hold a 100% working interest in the Mary Bullard Property and a 78.625% net revenue interest.

 

New Mexico Properties

 

In December 2017, Permex Petroleum US Corporation, our wholly-owned subsidiary, acquired the West Henshaw Property and the Oxy Yates Property.

 

West Henshaw Property

 

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 two producing wells, seven shut-in wells and four saltwater disposal wells. We hold a 100% working interest in the West Henshaw Property and a 72% net revenue interest.

 

In January 2022, we began the pilot re-entry on the West Henshaw well #15-3. The recompletion was successful and came online at an initial rate of 30 barrels of oil per day (“bopd”) and has stabilized at 15 bopd. Management believes the production rates from this mature, long-life well to continue with less than 10% decline year over year.

 

In April 2022, we began the re-entry on the West Henshaw well #6-10. The recompletion was successful and came online at an initial rate of 15 barrels of oil equivalent per day (“bopd”) and has stabilized at 10 bopd. Management believes the production rates from this mature, long-life well to continue with less than 10% decline year over year.

 

Oxy Yates Property

 

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 is one producing well and nine 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. We hold a 100% working interest in the Oxy Yates Property and a 77% net revenue interest.

 

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Royalty Interest Properties

 

During the year ended September 30, 2021, we acquired royalty interests in 73 producing oil and gas wells located in Texas and New Mexico.

 

Recent Developments

 

In August 2022, we received approval from the Railroad Commission of Texas on our permit application for drilling on our property in Martin County, Texas. The Railroad Commission of Texas reviewed and approved our request for well development rights between depths of 0 feet and 11,100 feet.

 

In August 2022, we continued our re-entry and stimulation program on our Henshaw Premier Unit and Oxy Yates properties situated in Eddy County, New Mexico. The re-entry and stimulations involved targeting the Grayburg formation in the Henshaw well numbers 107, 2L, 3B, while targeting the Yates formation in Oxy yates 14-3 well. We also recompleted the Mabee Breedlove Clearfork Unit #12 on our Breedlove field within the Clearfork formation located in Martin County. The recompletions were successful and came online at a combined initial production rate of 50 bopd and have stabilized at a rate of 35 bopd, increasing our total production to 71 bopd. In addition to the re-entry and stimulation of the wells, management has started its extensive EOR study on the Clearfork formation for our Martin County asset. This includes review of all injections wells, downhole pressure and communication between injectors and receiving wells.

 

In September 2022, we commenced drilling in our Breedlove oil field. Two initial wells have been permitted and are expected to be drilled and completed on the property in the short term. Drilling of the first well commenced on September 14, 2022, with a possible lateral conversion to follow upon successful mud logging and various zone tests. The drilling and completion of the vertical well will take approximately 60 days and for the horizontal well 90 days.

 

On November 2, 2022, we effected a 1-for-60 reverse split of our outstanding Common Shares. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of Common Shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been adjusted accordingly. All information presented in this prospectus have been retrospectively restated to give effect to our 1-for-60 reverse split of our outstanding Common Shares, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split.

 

In November 2022, we announced that drilling commenced on our Eoff PPC#3 well on our Breedlove Oilfield, that the target depth of 8,100 ft (2468 meters) was achieved and that the casing was run to total depth. The electric wireline logging sequence of the wellbore was also completed, and we believed the results to be positive as all indications from the drilling show to be favorable as multiple zones have been found which allows us to proceed with the next steps of perforation and completion.

 

Business Strategy

 

The principal elements of our business strategy include the following:

 

  Grow production and reserves in a capital efficient manner using internally generated levered free cash flow. We intend to allocate capital in a disciplined manner to projects that we anticipate will produce predictable and attractive rates of return. We plan to direct capital to our oil-rich and low-risk development opportunities while focusing on driving cost efficiencies across our asset base with the primary objective of internally funding our capital budget and growth plan. We may also use our capital flexibility to pursue value-enhancing, bolt-on acquisitions to opportunistically improve our positions in existing basins.
     
  Maximize ultimate hydrocarbon recovery from our assets by optimizing drilling, completion and production techniques and investigating deeper reservoirs and areas beyond our known productive areas. While we intend to utilize proven techniques and technologies, we will also continuously seek efficiencies in our drilling, completion and production techniques in order to optimize ultimate resource recoveries, rates of return and cash flows. We will explore innovative enhanced oil recovery (“EOR”) techniques to unlock additional value and have allocated capital towards next generation technologies. For example, we have already completed extensive waterflood EOR studies in Pittcock North and Pittcock South. Through these studies, we will seek to expand our development beyond our known productive areas in order to add probable and possible reserves to our inventory at attractive all-in costs.
     
  Pursue operational excellence with a sense of urgency. We plan to deliver low cost, consistent, timely and efficient execution of our drilling campaigns, work programs and operations. We intend to execute our operations in a safe and environmentally responsible manner, focus on reducing our emissions, apply advanced technologies, and continuously seek ways to reduce our operating cash costs on a per barrel basis.
     
  Pursue strategic acquisitions that maintain or reduce our break-even costs. We intend to actively pursue accretive acquisitions, mergers and dispositions that are intended to improve our margins, returns, and break-even costs of our investment portfolio. Financial strategies associated with these efforts will focus on delivering competitive adjusted per share returns.

 

Development

 

We believe that there is significant value to be created by drilling the identified undeveloped opportunities on our properties in conjunction with the stimulation and rework of our shut-in wells. While our near-term plans are focused towards drilling wells on our existing acreage to develop the potential contained therein, our long-term plans also include continuing to evaluate acquisition and leasing opportunities that can earn attractive rates of return on capital employed.

 

Risk Factor Summary

 

Our business is subject to a number of risks of which you should be aware before making an investment decision. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our securities. Among these important risks are the following:

 

  If we fail to obtain the capital necessary to fund our operations, we will be unable to continue our operations and you will likely lose your entire investment. Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.
     
  Our indebtedness could adversely affect our ability to raise additional capital to fund operations.

 

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  Oil and gas prices are volatile, and declines in prices may adversely affect our financial position, financial results, cash flows, access to capital and ability to grow.
     
  The actual quantities and present value of our proved oil, gas, and NGL reserves may be less than we have estimated.
     
  Our acquisition strategy may subject us to certain risks associated with the inherent uncertainty in evaluating properties.
     
  We may be unable to successfully integrate recently acquired assets or any assets we may acquire in the future into our business or achieve the anticipated benefits of such acquisitions.
     
  Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely affect our financial condition or results of operations.
     
  Our future success depends on our ability to replace reserves.
     
  Our business depends on third-party transportation and processing facilities and other assets that are owned by third parties.
     
  The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced.
     
  Weather conditions, which could become more frequent or severe due to climate change, could adversely affect our ability to conduct drilling, completion and production activities in the areas where we operate.
     
  We may incur losses as a result of title defects in the properties in which we invest.
     
  Fuel conservation measures, technological advances and negative shift in market perception towards the oil and natural gas industry could reduce demand for oil and natural gas.
     
  Our operations are concentrated in the Permian and Delaware Basins, making us vulnerable to risks associated with operating in a limited geographic area.
     
  Increased attention to environmental, social and governance matters may impact our business.

 

  The COVID-19 pandemic has had, and may continue to have, a material adverse effect on our financial condition and results of operations.
     
  We are substantially dependent on a limited number of customers.
     
  The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs for operators related to developing and operating our properties.
     
  Our business is highly regulated and governmental authorities can delay or deny permits and approvals or change legal requirements governing our operations, including well stimulation, enhanced production techniques and fluid injection or disposal, that could increase costs, restrict operations and delay our implementation of, or cause us to change, our business strategy.
     
  Failure to comply with environmental laws and regulations could result in substantial penalties and adversely affect our business.
     
  The market price of our Common Shares is volatile and may not accurately reflect the long term value of our Company.
     
  Even if we meet the NYSE American’s initial listing requirements, there can be no assurance that we will be able to comply with NYSE American’s continued listing standards, a failure of which could result in a de-listing of our Common Shares and Warrants.
     
  Our principal shareholders and management own a significant percentage of our shares and may be able to exert significant control over matters subject to shareholder approval.
     
  We are a British Columbia company and it may be difficult for you to enforce judgments against us or certain of our directors or officers.

 

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Corporate History

 

We were incorporated on April 24, 2017 under the laws of British Columbia, Canada. At June 30, 2022, we have one wholly-owned subsidiary, Permex Petroleum US Corporation, a corporation incorporated under the laws of New Mexico (Permex U.S.). We own and operate oil and gas properties in Texas (Breedlove “B” Property, Pittcock North Property, Pittcock South Property, and Mary Bullard Property), and Permex U.S. owns and operates oil and gas properties in New Mexico (Henshaw Property and the Oxy Yates Property).

 

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

 

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), and the requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement of which this prospectus forms a part. We are currently utilizing or intend to utilize both of these exemptions. We have not made a decision whether to take advantage of any other exemptions available to emerging growth companies. We do not know if some investors will find our securities less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our securities and our share price may be more volatile.

 

In addition, Section 107 of the JOBS Act also 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, such 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 consolidated 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.

 

We will remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the preceding three-year period or (d) the last day of our fiscal year containing the fifth anniversary of the date on which we completed our initial public offering of securities.

 

We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and in our filings with the SEC that are incorporated by referenced herein. As a result, the information that we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests.

 

We are also a “smaller reporting company” as defined under the Securities Act and Exchange Act. We may continue to be a smaller reporting company so long as either (i) the market value of our Common Shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our Common Shares held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company under the requirements of (ii) above, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

 

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THE OFFERING

 

The following summary is provided solely for convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus.

 

Common Units offered by us  

Up to 3,600,000 Common Units, each Common Unit consisting of one Common Share and one Warrant, with each Warrant exercisable for one Common Share. The Warrants offered as part of the Common Units are exercisable immediately, at an exercise price of $       , equal to 125% of the public offering price of one Common Unit, and expire five years from the date of issuance. The securities contained in the Common Units are immediately separable and will be issued separately in this offering.

 

This Prospectus also relates to the offering of the Common Shares issuable upon exercise of the Warrants.

 

A holder of Warrants will not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder prior to issuance, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.

     
Pre-Funded Units offered by us  

We are also offering to those purchasers, if any, whose purchase of Common Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-funded Units in lieu of Common Units.

     
   

Each Pre-funded Unit will consist of a Pre-funded Warrant to purchase one Common Share at an exercise price of $0.01, per share and one Warrant.  The purchase price of each Pre-funded Unit is equal to the price per Common Unit being sold to the public in this offering, minus $0.01. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time. For each Pre-funded Unit we sell, the number of Common Units we are offering will be decreased on a one-for-one basis.

     
    Because we will issue one Warrant as part of each Common Unit or Pre-funded Unit, the number of Warrants sold in this offering will not change. The Pre-funded Warrants are subject to the Warrant Exercise Limitation.
     
    This Prospectus also relates to the offering of the Common Shares issuable upon exercise of the Pre-funded Warrants.

 

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Common Shares outstanding prior to this offering   1,932,600
     
Common Shares to be outstanding immediately after this offering   5,532,600 Common Shares (6,072,600 Common Shares if the underwriters exercise their option to purchase additional Common Shares in full), assuming no sale of any Pre-funded Units.
     
Over-allotment option   The underwriters have an option for a period of 45 days to acquire up to an additional 540,000 Common Shares, representing 15% of the Common Units sold in the offering, and/or up to 540,000 Pre-funded Warrants, representing 15% of the Pre-funded Units sold in the offering, and/or up to 540,000 Warrants, representing 15% of the Warrants sold in the offering in each case, solely to cover over-allotments, if any.
     
   

The Over-Allotment Option purchase price to be paid per additional Common Share or Pre-funded Warrant by the underwriter shall be equal to the public offering price of one Common Unit or one Pre-funded Unit, as applicable less underwriting discount, and the purchase price to be paid per additional Warrant by the underwriter shall be $0.00001.

     
Use of proceeds  

We estimate that the net proceeds from this offering will be approximately $11.94 million, or approximately $13.79 million if the underwriters exercise their over-allotment option in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds of this offering for continuing operating expenses and working capital.. See “Use of Proceeds

     
Dividend policy   We have never declared any cash dividends on our Common Shares. We currently intend to use all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy.”
     
Risk factors   Investing in our securities involves a high degree of risk. See “Risk Factors” in this prospectus for a discussion of factors you should carefully consider before investing in our securities.
     
 Trading symbol  

Our Common Shares are currently quoted on the OTCQB under the trading symbol “OILCD.”

 

We have applied to list our Common Shares and Warrants on the NYSE American under the trading symbols “OILS” and “OILSW,” respectively, upon our satisfaction of the NYSE American’s initial listing criteria; however, no assurance can be given that our listing application will be approved. If our listing application is not approved by the NYSE, we will not consummate this offering.

     
Reverse Stock Split   On November 2, 2022, we effected a 1-for-60 reverse split of our outstanding Common Shares. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of Common Shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been adjusted accordingly. All information presented in this prospectus have been retrospectively restated to give effect to our 1-for-60 reverse split of our outstanding Common Shares, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split.
     
Lock-up agreements  

We have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Shares or securities convertible into Common Shares for a period of three months from the date of this prospectus. Our directors and officers as of the date of this prospectus have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Shares or securities convertible into Common Shares for a period of six months from the date of this prospectus. See “Underwriting” section on page 94.

 

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The number of Common Shares shown above to be immediately outstanding after this offering is based on 1,923,600 Common Shares outstanding as of November 8, 2022, and excludes:

 

  92,917 Common Shares issuable upon the exercise of outstanding options, with a weighted average exercise price of $14.40 per share;
     
  1,097,097 Common Shares issuable upon the exercise of outstanding warrants, with a weighted average exercise price of $12.60 per share;
     
  11,111 Common Shares issuable upon conversion of an outstanding secured convertible debenture in the principal amount of $79,000 (C$100,000);
     
  600,343 Common Shares available for future issuance under our 2017 and 2022 Stock Option Plans;
     
 

up to 3,600,000 Common Shares issuable upon the exercise of the Warrants; and

     
  up to 207,000 Common Shares issuable upon exercise of the representative’s warrants.

 

Except as otherwise indicated herein, all information in this prospectus reflects or assumes:

 

  no exercise of the outstanding options or warrants described above;
     
  no sale of any Pre-funded Units;
     
  no exercise of the underwriters’ option to purchase up to an additional 540,000 Common Shares and/or 540,000 Pre-funded Warrants and/or 540,000 Warrants to cover over-allotments, if any; and
     
  a one-for-sixty reverse stock split of our Common Shares effected on November 2, 2022.

 

-15-
 

 

SUMMARY FINANCIAL DATA

 

The following tables set forth our consolidated financial data as of the dates and for the periods indicated. We have derived the summary consolidated statements of operations data for the years ended September 30, 2021 and 2020 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statements of operations data for the nine months ended June 30, 2022 and 2021 and our balance sheet data as of June 30, 2022 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the unaudited interim consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and the results in the nine months ended June 30, 2022 are not necessarily indicative of results to be expected for the full year or any other period. The following summary financial data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes and other information included elsewhere in this prospectus.

 

Consolidated Statements of Operations Data :

 

   Years Ended September 30,   Nine Months Ended June 30, (unaudited) 
   2021   2020   2022   2021 
Revenue                    
Oil and gas sales  $46,703   $682,786   $577,244   $37,392 
Royalty income   37,922        47,813     
Total revenue  $84,625   $682,786   $625,057   $37,392 
Operating expenses                    
Producing  $59,671   $557,624   $332,346   $21,392 
Depletion and depreciation   60,479    37,291    161,988    21,955 
Office and miscellaneous   32,203    28,150    105,679    26,780 
Marketing and promotion   27,251    13,984    517,914    24,802 
Total operating expenses  $(661,632)  $(1,101,747)  $(2,603,752)  $(423,522)
Net loss  $(1,245,057)  $(1,249,202)  $(1,729,012)  $(460,316)
Net loss per common share – basic and diluted(1)  $(1.83)  $(1.87)  $(1.23)  $(0.68)
Weighted average Common Shares outstanding – basic and diluted(1)   678,958    667,069    1,411,733    676,470 

 

(1) See Note 9 to our consolidated financial statements appearing elsewhere in this prospectus for an explanation of the method used to calculate the basic and diluted net loss per share attributable to common shareholders and the number of shares used in the computation of the per share amounts.

 

Balance Sheet Data:

 

   June 30, 2022 (unaudited) 
   Actual   As Adjusted(1)(2) 
Cash  $5,366,789   $17,304,868 
Working Capital   5,182,233    17,120,312 
Total assets   14,452,589    26,390,668 
Deficit   7,047,781    7,047,781 
Total equity (deficit)   11,554,690    23,492,769 

 

(1) On an as adjusted basis to give further effect to (i) our issuance and sale of 3,600,000 Common Units in this offering at an assumed public offering price of $3.74 per Common Units (which is based on the closing price of our Common Shares as reported by the OTCQB on November 8, 2022), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. As adjusted balance sheet data is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing.
   
(2) Each $1.00 increase (decrease) in the assumed public offering price of $3.74 per Common Units (which is based on the closing price of our Common Shares as reported by the OTCQB on November 8, 2022) would increase (decrease) the as adjusted amount of each of cash, working capital, total assets and total stockholders’ equity (deficit) by approximately $3.29 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 Common Units in the number of Common Units offered by us at the assumed public offering price of $3.74 per Common Unit (which is based on the closing price of our Common Shares as reported by the OTCQB on November 8, 2022) would increase (decrease) the as adjusted amount of each of cash, working capital, total assets and total stockholders’ equity (deficit) by approximately $0.34 million. These unaudited adjustments are based upon available information and certain assumptions we believe are reasonable under the circumstances.

 

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RISK FACTORS

 

Investing in our securities involves a high degree of risk. You should carefully consider the risks and information below and elsewhere in this prospectus, including our consolidated financial statements and the related notes thereto, before making an investment decision. We describe risks below that we currently believe are the material risks of our business, our industry and our securities. These are not the only risks we face. We are subject to risks that are currently unknown to us, or that we may currently believe are remote or immaterial. If any of these risks or events occurs, our business, financial condition and operating results could be harmed. In that case, the trading price of our securities could decline, and you might lose all or part of your investment in our securities.

 

Risks Related to Our Financial Position and Need for Capital

 

If we fail to obtain the capital necessary to fund our operations, we will be unable to continue our operations and you will likely lose your entire investment.

 

We are in the early stages of our operations and have not generated revenue in excess of our expenses. We will likely operate at a loss until our business becomes established, and we may require additional financing in order to fund future operations and expansion plans. Our ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and the success of our operations. There can be no assurance that we will be successful in our efforts to secure any additional financing or additional financing on terms satisfactory to us. If adequate funds are not available, or are not available on acceptable terms, we may be required to scale back our current business plan or cease operations.

 

Even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.

 

The capital markets have been unpredictable in the recent past. In addition, it is generally difficult for early stage companies to raise capital under current market conditions. The amount of capital that a company such as ours is able to raise often depends on variables that are beyond our control. As a result, we may not be able to secure financing on terms attractive to us, or at all. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs and may be dilutive to our current shareholders. If adequate funds are not available on acceptable terms, or at all, our business, including our results of operations, financial condition and our continued viability will be materially adversely affected.

 

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We have a limited operating history.

 

We have a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. If we are unable to achieve profitability, we may be unable to continue our operations.

 

Our indebtedness could adversely affect our ability to raise additional capital to fund operations.

 

We currently have one outstanding secured convertible debenture in the original principal amount of $79,000 (C$100,000) (excluding interest accrued thereon) issued to Mehran Ehsan, our Chief Executive Officer, President and director, which is secured by all of our right, title and interest in the Properties (as defined in the Security Agreement between us the Mehran Ehsan dated February 21, 2020) together with all engineering reports and intellectual property related to, or generated by us, in connection with the Properties (collectively, the “Collateral”). The secured debenture remains outstanding as of November 8, 2022.

 

If we cannot generate sufficient cash flow from operations to service our debt, we may need to, among other things, dispose of some or all of the Collateral or issue equity to obtain necessary funds. We do not know whether we will be able to do any of this on a timely basis, on terms satisfactory to us, or at all. Our indebtedness could have important consequences, including:

 

  our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited;
     
  a portion of our cash flows from operations may be dedicated to the payment of principal and interest on the indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities; and
     
  we may be vulnerable during a downturn in general economic conditions or in our business, or may be unable to carry on capital spending that is important to our growth.

 

Risks Related to Our Business

 

Oil and gas prices are volatile, and declines in prices may adversely affect our financial position, financial results, cash flows, access to capital and ability to grow.

 

The prices we receive for our oil and natural gas production heavily influence our revenue, operating results, profitability, access to capital, future rate of growth and carrying value of our properties. Oil and natural gas are commodities, and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand, as well as costs and terms of transport to downstream markets.

 

Historically, the commodities markets have been volatile, and these markets will likely continue to be volatile in the future. If the prices of oil and natural gas experience a substantial decline, our operations, financial condition and level of expenditures for the development of our oil and natural gas reserves may be materially and adversely affected. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control and include the following:

 

  changes in global supply and demand for oil and natural gas;
  the actions of the Organization of Petroleum Exporting Countries;
  political conditions, including embargoes, in or affecting other oil-producing activity;
  the level of global oil and natural gas exploration and production activity;
  the level of global oil and natural gas inventories;
  weather conditions;
  technological advances affecting energy consumption; and
  the price and availability of alternative fuels.

 

-18-
 

 

Volatile oil and natural gas prices make it difficult to estimate the value of producing properties for acquisition and often cause disruption in the market for oil and natural gas producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

 

Our revenues, operating results, profitability and future rate of growth depend primarily upon the prices we receive for oil and, to a lesser extent, natural gas that we sell. Prices also affect the amount of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. In addition, we may need to record asset carrying value write-downs if prices fall. A significant decline in the prices of natural gas or oil could adversely affect our financial position, financial results, cash flows, access to capital and ability to grow.

 

The actual quantities and present value of our proved oil, gas, and NGL reserves may be less than we have estimated.

 

There are numerous uncertainties inherent in estimating crude oil and natural gas reserves and their value. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact manner. Because of the high degree of judgment involved, the accuracy of any reserve estimate is inherently imprecise, and a function of the quality of available data and the engineering and geological interpretation. Our reserves estimates are based on 12-month average prices, except where contractual arrangements exist; therefore, reserves quantities will change when actual prices increase or decrease. In addition, results of drilling, testing, and production may substantially change the reserve estimates for a given reservoir over time. The estimates of our proved reserves and estimated future net revenues also depend on a number of factors and assumptions that may vary considerably from actual results, including:

 

  historical production from the area compared with production from other areas;
  the effects of regulations by governmental agencies, including changes to severance and excise taxes;
  future operating costs and capital expenditures; and
  workover and remediation costs.

 

For these reasons, estimates of the economically recoverable quantities of crude oil and natural gas attributable to any particular group of properties, classifications of those reserves and estimates of the future net cash flows expected from them prepared by different engineers or by the same engineers but at different times may vary substantially. Accordingly, reserves estimates may be subject to upward or downward adjustment, and actual production, revenue and expenditures with respect to our reserves likely will vary, possibly materially, from estimates.

 

Additionally, because some of our reserves estimates are calculated using volumetric analysis, those estimates are less reliable than the estimates based on a lengthy production history. Volumetric analysis involves estimating the volume of a reservoir based on the net feet of pay of the structure and an estimation of the area covered by the structure. In addition, realization or recognition of proved undeveloped reserves will depend on our development schedule and plans. A change in future development plans for proved undeveloped reserves could cause the discontinuation of the classification of these reserves as proved.

 

Our acquisition strategy may subject us to certain risks associated with the inherent uncertainty in evaluating properties.

 

Although we perform a review of properties that we acquire that we believe is consistent with industry practices, such reviews are inherently incomplete. It generally is not feasible to review in-depth every individual property involved in each acquisition. Ordinarily, we will focus our review efforts on the higher-value properties and will sample the remainder. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us as a buyer to become sufficiently familiar with the properties to assess fully and accurately their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, we often assume certain environmental and other risks and liabilities in connection with acquired properties. There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and future production rates and costs with respect to acquired properties, and actual results may vary substantially from those assumed in the estimates. In addition, there can be no assurance that acquisitions will not have an adverse effect upon our operating results, particularly during the periods in which the operations of acquired businesses are being integrated into our ongoing operations.

 

-19-
 

 

We may be unable to successfully integrate recently acquired assets or any assets we may acquire in the future into our business or achieve the anticipated benefits of such acquisitions.

 

Our ability to achieve the anticipated benefits of our acquisitions will depend in part upon whether we can integrate the acquired assets into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties requires an assessment of several factors, including:

 

  recoverable reserves;
  future oil and natural gas prices and their appropriate differentials;
  availability and cost of transportation of production to markets;
  availability and cost of drilling equipment and of skilled personnel;
  development and operating costs including access to water and potential environmental and other liabilities; and
  regulatory, permitting and similar matters.

 

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed reviews of the subject properties that we believe to be generally consistent with industry practices. The reviews are based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines without review by an independent petroleum engineering firm. Data used in such reviews are typically furnished by the seller or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to the acquired properties may differ materially after such data is reviewed by an independent petroleum engineering firm or further by us. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or a portion of the underlying deficiencies. The integration process may be subject to delays or changed circumstances, and we can give no assurance that our acquired assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of such acquisitions will materialize.

 

Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely affect our financial condition or results of operations.

 

Our drilling activities are subject to many risks, including the risk that they will not discover commercially productive reservoirs. Drilling for oil or natural gas can be uneconomical, not only from dry holes, but also from productive wells that do not produce sufficient revenues to be commercially viable. In addition, drilling and producing operations on our acreage may be curtailed, delayed or canceled as a result of other factors, including:

 

  declines in oil or natural gas prices, as occurred in 2020 in connection with the COVID-19 pandemic;
  infrastructure limitations;
  the high cost, shortages or delays of equipment, materials and services;
  unexpected operational events, pipeline ruptures or spills, adverse weather conditions, facility malfunctions or title problems;
  compliance with environmental and other governmental requirements;
  regulations, restrictions, moratoria and bans on injection wells and water disposal;
  unusual or unexpected geological formations;
  environmental hazards, such as oil, natural gas or well fluids spills or releases, pipeline or tank ruptures and discharges of toxic gas;
  fires, blowouts, craterings and explosions;
  uncontrollable flows of oil, natural gas or well fluids;
  changes in the cost of decommissioning or plugging wells;
  maintenance of quality, purity and thermal quality standards both for commodity sales and purposes of transportation;
  members of the public have engaged in physical confrontations or acts of sabotage to impede or prevent transportation of hydrocarbons; and
  pipeline capacity curtailments.

 

In addition to causing curtailments, delays and cancellations of drilling and producing operations, many of these events can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, loss of wells and regulatory penalties. The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our business activities, financial condition and results of operations.

 

-20-
 

 

Our future success depends on our ability to replace reserves.

 

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost. We may acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We seek to acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments. Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.

 

Our business depends on third-party transportation and processing facilities and other assets that are owned by third parties.

 

The marketability of our oil and natural gas depends in part on the availability, proximity, capacity and cost of pipeline and gathering systems, processing facilities, oil trucking and barging fleets and rail transportation assets as well as storage facilities owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, growth in demand outpacing growth in capacity, physical damage, scheduled maintenance or other reasons could result in a substantial increase in costs, declines in realized commodity prices, the shut-in of producing wells or the delay or discontinuance of development plans for our properties. In addition, our wells may be drilled in locations that are serviced to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area. As a result, we rely on third-party oil trucking to transport a significant portion of our production to third-party transportation pipelines, rail loading facilities and other market access points. In addition, concerns about the safety and security of oil and gas transportation by pipeline may result in public opposition to pipeline development or continued operation and increased regulation of pipelines by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), and therefore less capacity to transport our products by pipeline. Any significant curtailment in gathering system or pipeline capacity, or the unavailability of sufficient third-party trucking or rail capacity, could adversely affect our business, results of operations and financial condition. Our contracts for downstream transportation service include those that may be adjusted on a month-to-month basis, impacting underlying economics of our production. Our downstream contract transportation counterparties include entities that are far larger than we are and have greater market share in their markets than is the case for us in our markets.

 

The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced.

 

Approximately 92% of our estimated net proved reserves volumes were classified as proved undeveloped as of September 30, 2021. Development of these reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the PV-10 value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify our proved reserves as unproved reserves.

 

-21-
 

 

Weather conditions, which could become more frequent or severe due to climate change, could adversely affect our ability to conduct drilling, completion and production activities in the areas where we operate.

 

Our exploration and development activities and equipment can be adversely affected by severe weather such as well freeze-offs, which may cause a loss of production from temporary cessation of activity or lost or damaged equipment. Our planning for normal climatic variation, insurance programs, and emergency recovery plans may inadequately mitigate the effects of such weather conditions, and not all such effects can be predicted, eliminated, or insured against. In addition, demand for oil and gas are, to a degree, dependent on weather and climate, which impact the price we receive for the commodities we produce. These constraints could delay or temporarily halt our operations and materially increase our operation and capital costs, which could have a material adverse effect on our business, financial condition and results of operations.

 

We may incur losses as a result of title defects in the properties in which we invest.

 

The existence of a material title deficiency can render a lease worthless. In the course of acquiring the rights to develop natural gas, we typically execute a lease agreement with payment to the lessor subject to title verification. In many cases, we incur the expense of retaining lawyers to verify the rightful owners of the gas interests prior to payment of such lease bonus to the lessor. There is no certainty, however, that a lessor has valid title to their lease’s gas interests. In those cases, such leases are generally voided and payment is not remitted to the lessor. As such, title failures may result in fewer net acres to us. Prior to the drilling of a natural gas well, however, it is the normal practice in our industry for the person or company acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense. Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves. Accordingly, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss. Additionally, hydrocarbons or other fluids in one reservoir may migrate to another stratum or reservoir, resulting in disputes regarding ownership, the entitlement to produce, and responsibility for consequences of such migration of the fluids.

 

We conduct business in a highly competitive industry.

 

The oil and natural gas industry is highly competitive. The key areas in respect of which we face competition include: acquisition of assets offered for sale by other companies; access to capital (debt and equity) for financing and operational purposes; purchasing, leasing, hiring, chartering or other procuring of equipment that may be scarce; and employment of qualified and experienced skilled management and oil and natural gas professionals. Competition in our markets is intense and depends, among other things, on the number of competitors in the market, their financial resources, their degree of geological, geophysical, engineering and management expertise and capabilities, their pricing policies, their ability to develop properties on time and on budget, their ability to select, acquire and develop reserves and their ability to foster and maintain relationships with the relevant authorities. Our competitors also include those entities with greater technical, physical and financial resources. In some markets, our products compete with other sources of energy, or other fuels (e.g., hydroelectricity) that may from time to time become more abundant or experience decreased prices. Finally, companies and certain private equity firms not previously investing in oil and natural gas may choose to acquire reserves to establish a firm supply or simply as an investment. Any such companies will also increase market competition which may directly affect us. If we are unsuccessful in competing against other companies, our business, results of operations, financial condition or prospects could be materially adversely affected.

 

Decommissioning costs are unknown and may be substantial. Unplanned costs could divert resources from other projects.

 

We may become responsible for costs associated with plugging, abandoning and reclaiming wells, pipelines and other facilities that we use for production of oil and natural gas reserves. Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning.” We accrue a liability for decommissioning costs associated with our wells, but have not established any cash reserve account for these potential costs in respect of any of our properties. If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs. The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

 

-22-
 

 

Fuel conservation measures, technological advances and negative shift in market perception towards the oil and natural gas industry could reduce demand for oil and natural gas.

 

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of alternative energy sources could reduce demand for oil and natural gas. Additionally, the increased competitiveness of alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could reduce demand for oil and natural gas and, therefore, our revenues.

 

Additionally, certain segments of the investor community have recently expressed negative sentiment towards investing in the oil and natural gas industry. Recent equity returns in the sector versus other industry sectors have led to lower oil and natural gas representation in certain key equity market indices. Some investors, including certain pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on social and environmental considerations. Furthermore, certain other stakeholders have pressured commercial and investment banks to stop funding oil and gas projects. With the continued volatility in oil and natural gas prices, and the possibility that interest rates will rise in the near term, increasing the cost of borrowing, certain investors have emphasized capital efficiency and free cash flow from earnings as key drivers for energy companies, especially shale producers. This may also result in a reduction of available capital funding for potential development projects, further impacting our future financial results. Some states attorneys general have accused large legacy E&P companies of purposefully obscuring consequences of combusting hydrocarbon.

 

The impact of the changing demand for oil and natural gas services and products, together with a change in investor sentiment, may have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, if we are unable to achieve the desired level of capital efficiency or free cash flow within the timeframe expected by the market, our share price may be adversely affected.

 

Major utilities, sometimes at the instigation of states or investors, have announced plans to radically reduce emissions, or goals to achieve “net-zero” carbon emissions by deadlines as early as 2035.

 

Diminution of available markets (for instance by bans on the consumption of natural gas as a fuel for power plants) or prohibitions on use of natural gas in new construction as early as 2027 also may affect our markets, profitability and cash flow.

 

Our operations are concentrated in the Permian and Delaware Basins, making us vulnerable to risks associated with operating in a limited geographic area.

 

All of our producing properties are geographically concentrated in the Permian and Delaware Basins. As a result, we may be disproportionately exposed to various factors, including, among others: (i) the impact of regional supply and demand factors, (ii) delays or interruptions of production from wells in such areas caused by governmental regulation, (iii) processing or transportation capacity constraints, (iv) market limitations, (v) availability of equipment and personnel, (vi) water shortages or other drought related conditions or (vii) interruption of the processing or transportation natural gas. This concentration in a limited geographic area also increases our exposure to changes in local laws and regulations, certain lease stipulations designed to protect wildlife and unexpected events that may occur in the regions such as natural disasters, seismic events, industrial accidents or labor difficulties. Any one of these factors has the potential to cause producing wells to be shut-in, delay operations, decrease cash flows, increase operating and capital costs and prevent development of lease inventory before expirations. Any of the risks described above could have a material adverse effect on our business, financial condition, results of operations and cash flow.

 

Increased attention to environmental, social and governance (“ESG”) matters may impact our business.

 

Increasing attention to climate change, increasing societal expectations on companies to address climate change, increasing investor and societal expectations regarding voluntary ESG disclosures, and potential increasing consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our access to capital markets. Increasing attention to climate change, for example, may result in demand shifts for natural gas and oil products and additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.

 

-23-
 

 

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our share price and our access to and costs of capital, or negative tax or other cost consequences.

 

Under some analyses, the world already produces more fossil fuel from existing sources than can be consumed over remaining resources service lives, if incremental global warming is to be kept under 1.5 degrees Celsius. Financing may be increasingly challenging, as pension funds (e.g., for major municipalities such as Boston, MA) and financial institutions divest fossil fuel investments.

 

The COVID-19 pandemic has had, and may continue to have, a material adverse effect on our financial condition and results of operations.

 

We face risks related to public health crises, including the COVID-19 pandemic. The effects of the COVID-19 pandemic, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing in addition to other actions taken by both businesses and governments, resulted in a significant and swift reduction in international and U.S. economic activity. The collapse in the demand for oil caused by this unprecedented global health and economic crisis contributed to the significant decrease in crude oil prices in 2020 in general and resulted in shut down of our wellbores which had and could in the future continue to have a material adverse impact on our financial condition and results of operations.

 

Since the beginning of 2021, the distribution of COVID-19 vaccines progressed and many government-imposed restrictions were relaxed or rescinded. However, we continue to monitor the effects of the pandemic on our operations. As a result of the ongoing COVID-19 pandemic, our operations, and those of our operating partners, have and may continue to experience delays or disruptions and temporary suspensions of operations and increased volatility. In addition, our results of operations and financial condition have been and may continue to be adversely affected by the ongoing COVID-19 pandemic.

 

The extent to which our operating and financial results are affected by COVID-19 will depend on various factors and consequences beyond our control, such as the emergence of more contagious and harmful variants of the COVID-19 virus, the duration and scope of the pandemic, additional actions by businesses and governments in response to the pandemic, and the speed and effectiveness of responses to combat the virus. COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, could also aggravate the other risk factors that we identify herein. While the effects of the COVID-19 pandemic have lessened recently in the United States, we cannot predict the duration or future effects of the pandemic, or more contagious and harmful variants of the COVID-19 virus, and such effects may materially adversely affect our results of operations and financial condition in a manner that is not currently known to us or that we do not currently consider to present significant risks to our operations.

 

The loss of any member of our management team, upon whose knowledge, relationships with industry participants, leadership and technical expertise we rely could diminish our ability to conduct our operations and harm our ability to execute our business plan.

 

Our success depends heavily upon the continued contributions of those members of our management team whose knowledge, relationships with industry participants, leadership and technical expertise would be difficult to replace. In particular, our ability to successfully acquire additional properties, to increase our reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements depends on developing and maintaining close working relationships with industry participants. In addition, our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment is dependent on our management team’s knowledge and expertise in the industry. To continue to develop our business, we rely on our management team’s knowledge and expertise in the industry. The members of our management team may terminate their employment with our Company at any time. If we were to lose members of our management team, we may not be able to replace the knowledge or relationships that they possess and our ability to execute our business plan could be materially harmed.

 

-24-
 

 

We are substantially dependent on a limited number of customers.

 

For the years ended September 30, 2021 and 2020, we had one and one significant purchaser, respectively, that accounted for approximately 49% and 45%, respectively, of our total oil, natural gas and NGL revenues. If we lost one or more of these significant purchasers and were unable to sell our production to other purchasers on terms we consider acceptable, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Additionally, there are no assurances that we will be able to expand our customer base. If we are unable to attract and maintain an adequate customer base to generate revenues, we will have to suspend or cease operations.

 

Our business could be negatively affected by security threats, including cybersecurity threats and other disruptions.

 

As an oil and gas producer, we face various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines; and threats from terrorist acts. The potential for such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These events could lead to financial losses from remedial actions, loss of business or potential liability.

 

The unavailability, high cost or shortages of rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs for operators related to developing and operating our properties.

 

The oil and natural gas industry is cyclical, which can result in shortages of drilling rigs, equipment, raw materials (particularly water and sand and other proppants), supplies and personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increase and demand for, and wage rates of, qualified drilling rig crews also rise with increases in demand. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice, our operators rely on independent third-party service providers to provide many of the services and equipment necessary to drill new wells. If our operators are unable to secure a sufficient number of drilling rigs at reasonable costs, our financial condition and results of operations could suffer. Shortages of drilling rigs, equipment, raw materials, supplies, personnel, trucking services, tubulars, fracking and completion services and production equipment could delay or restrict our operators’ exploration and development operations, which in turn could have a material adverse effect on our financial condition, results of operations and free cash flow.

 

If we are unable to acquire adequate supplies of water for our future drilling and operations or are unable to dispose of the water we use at a reasonable cost and pursuant to applicable environmental rules, our ability to produce oil and natural gas commercially and in commercial quantities could be impaired.

 

We will be using a substantial amount of water in future drilling programs and hydraulic fracturing operations. Our inability to obtain sufficient amounts of water at reasonable prices, or treat and dispose of water after drilling and hydraulic fracturing, could adversely impact our operations. Moreover, the imposition of new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as (i) hydraulic fracturing, including, but not limited to, the use of fresh water in such operations, or (ii) disposal of waste, including, but not limited to, the disposal of produced water, drilling fluids and other wastes associated with the exploration, development and production of oil and natural gas. Opponents of hydraulic fracturing contend that either the drilling process or the sub-surface injection of fluids, such as water and drilling fluids, as part of accessing hydrocarbons, or disposing of used injection fluids, creates or magnifies seismic disturbances, and should such contentions be given credence with regard to our Company, our operations could experience more regulation, higher costs or greater delays in accessing hydrocarbon resources, or claims of parties asserting damage arising from seismic activity. Furthermore, future environmental regulations and permitting requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells could increase operating costs and cause delays, interruptions or termination of operations, the extent of which cannot be predicted, and all of which could have an adverse effect on our business, financial condition, results of operations and cash flows. While we intend to conduct our operations with the level of care necessary to avoid such claims, if the structural integrity of non-producing subsurface strata are impaired by hydraulic fracturing, we could face claims for damages (e.g., claims that we are producing from other geologic strata to which we do not have production rights).

 

-25-
 

 

Risks Related to Legal and Regulatory Matters

 

Our business is highly regulated and governmental authorities can delay or deny permits and approvals or change legal requirements governing our operations, including well stimulation, enhanced production techniques and fluid injection or disposal, that could increase costs, restrict operations and delay our implementation of, or cause us to change, our business strategy.

 

Our operations are subject to complex and stringent federal, state, local and other laws and regulations relating to environmental protection and the exploration and development of our properties, as well as the production, transportation, marketing and sale of our products. See “Business—Governmental Regulation and Environmental Matters” for a further discussion of the laws and regulations related to our operations. Federal, state and local agencies may assert overlapping authority to regulate in these areas. In addition, certain of these laws and regulations may apply retroactively and may impose strict or joint and several liability on us for events or conditions over which we and our predecessors had no control, without regard to fault, legality of the original activities, or ownership or control by third parties.

 

To operate in compliance with these laws and regulations, we must obtain and maintain permits, approvals and certificates from federal, state and local government authorities for a variety of activities including siting, drilling, completion, stimulation, operation, maintenance, transportation, marketing, site remediation, decommissioning, abandonment, fluid injection and disposal and water recycling and reuse. These permits are generally subject to protest, appeal or litigation, which could in certain cases delay or halt projects, production of wells and other operations. Additionally, failure to comply may result in the assessment of administrative, civil and criminal fines and penalties and liability for noncompliance, costs of corrective action, cleanup or restoration, compensation for personal injury, property damage or other losses, and the imposition of injunctive or declaratory relief restricting or limiting our operations. Under certain environmental laws and regulations, we could be subject to strict or joint and several liability for the removal or remediation of contamination, including on properties over which we and our predecessors had no control, without regard to fault, legality of the original activities, or ownership or control by third parties.

 

Our operations may also be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Such restrictions may limit our ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. Permanent restrictions imposed to protect threatened or endangered species or their habitat could prohibit drilling in certain areas or require the implementation of expensive mitigation measures.

 

Costs of compliance may increase, and operational delays or restrictions may occur as existing laws and regulations are revised or reinterpreted, or as new laws and regulations become applicable to our operations. Government authorities and other organizations continue to study health, safety and environmental aspects of oil and natural gas operations, including those related to air, soil and water quality, ground movement or seismicity and natural resources. Government authorities have also adopted or proposed new or more stringent requirements for permitting, well construction and public disclosure or environmental review of, or restrictions on, oil and natural gas operations. Such requirements or associated litigation could result in potentially significant added costs to comply, delay or curtail our exploration, development, fluid injection and disposal or production activities, and preclude us from drilling, completing or stimulating wells, which could have an adverse effect on our expected production, other operations and financial condition.

 

Failure to comply with environmental laws and regulations could result in substantial penalties and adversely affect our business.

 

As an owner or lessee and operator of oil and gas properties, we are subject to various federal, state, local, and foreign country laws and regulations relating to discharge of materials into, and protection of, the environment. See “Business—Governmental Regulation and Environmental Matters”. Changing law or regulations may impact market demand for our product. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up and other remediation activities resulting from operations, subject the lessee to liability for pollution and other damages, limit or constrain operations in affected areas, and require suspension or cessation of operations in affected areas. Our efforts to limit our exposure to such liability and cost may prove inadequate and result in significant adverse effects to our results of operations. In addition, it is possible that the increasingly strict requirements imposed by environmental laws and enforcement policies could require us to make significant capital expenditures. Such capital expenditures could adversely impact our free cash flows and our financial condition.

 

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Certain U.S. federal income tax deductions currently available with respect to natural gas and oil exploration and development may be eliminated as a result of future legislation.

 

From time to time, legislation has been proposed that would, if enacted into law, make significant changes to U.S. tax laws, including certain key U.S. federal income tax provisions currently available to oil and gas companies. Such legislative changes have included, but not been limited to, (i) the repeal of the percentage depletion allowance for natural gas and oil properties, (ii) the elimination of current deductions for intangible drilling and development costs, and (iii) an extension of the amortization period for certain geological and geophysical expenditures. Although these provisions were largely unchanged in the most recent federal tax legislation, certain of these changes were considered for inclusion in the proposed “Build Back Better Act” and Congress could consider, and could include, some or all of these proposals as part of future tax reform legislation. Moreover, other more general features of any additional tax reform legislation, including changes to cost recovery rules, may be developed that also would change the taxation of oil and gas companies. It is unclear whether these or similar changes will be enacted in future legislation and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that currently are available with respect to oil and gas development or increase costs, and any such changes could have an adverse effect on our financial position, results of operations and cash flows.

 

Our business involves the selling and shipping by rail of crude oil, which involves risks of derailment, accidents and liabilities associated with cleanup and damages, as well as potential regulatory changes that may adversely impact our business, financial condition or results of operations.

 

A portion of our crude oil production is transported to market centers by rail. Derailments in North America of trains transporting crude oil have caused various regulatory agencies and industry organizations, as well as federal, state and municipal governments, to focus attention on transportation by rail of flammable liquids. Any changes to existing laws and regulations, or promulgation of new laws and regulations, including any voluntary measures by the rail industry, that result in new requirements for the design, construction or operation of tank cars used to transport crude oil could increase our costs of doing business and limit our ability to transport and sell our crude oil at favorable prices at market centers throughout the United States, the consequences of which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, any derailment of crude oil involving crude oil that we have sold or are shipping may result in claims being brought against us that may involve significant liabilities.

 

Federal and state legislative and regulatory initiatives could result in increased costs and additional operating restrictions or delays.

 

Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The hydraulic fracturing process is typically regulated by state oil and natural gas commissions. Any federal or state legislative or regulatory changes with respect to hydraulic fracturing could cause us to incur substantial compliance costs or result in operational delays, and the consequences of any failure to comply could have a material adverse effect on our financial condition and results of operations.

 

In addition, in response to concerns relating to recent seismic events near underground disposal wells used for the disposal by injection of flowback and produced water or certain other oilfield fluids resulting from oil and natural gas activities (so-called “induced seismicity”), regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. States may, from time to time, develop and implement plans directing certain wells where seismic incidents have occurred to restrict or suspend disposal well operations. These developments could result in additional regulation and restrictions on the use of injection wells by our operators to dispose of flowback and produced water and certain other oilfield fluids. Increased regulation and attention given to induced seismicity also could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing injection wells for waste disposal. Until such pending or threatened legislation or regulations are finalized and implemented, it is not possible to estimate their impact on our business.

 

Any of the above risks could impair our ability to manage our business and have a material adverse effect on our operations, cash flows and financial position.

 

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The adoption of climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs and reduced demand for the oil and natural gas we produce.

 

Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change and requiring agencies to review environmental actions taken by the Trump administration, as well as a memorandum to departments and agencies to refrain from proposing or issuing rules until a departmental or agency head appointed or designated by the Biden administration has reviewed and approved the rule. In November 2021, the Biden Administration released ‘The Long-Term Strategy of the United States: Pathways to Net-Zero Greenhouse Gas Emissions by 2050,” which establishes a roadmap to net zero emissions in the United States by 2050 through, among other things, improving energy efficiency; decarbonizing energy sources via electricity, hydrogen, and sustainable biofuels; and reducing non-carbon dioxide greenhouse gas (“GHG”) emissions, such as methane and nitrous oxide. These executive orders and policy priorities may result in the development of additional regulations or changes to existing regulations, certain of which could negatively impact our financial position, results of operations and cash flows. In addition, the United States is one of almost 200 nations that, in December 2015, agreed to the Paris Agreement, an international climate change agreement in Paris, France that calls for countries to set their own GHG emissions targets and be transparent about the measures each country will take to achieve its GHG emissions targets. President Biden has recommitted the United States to the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030. In November 2021, the international community gathered again in Glasgow at the 26th Conference to the Parties on the UN Framework Convention on Climate Change during which multiple announcements were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs. Relatedly, the United States and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector. In addition, several states and geographic regions in the United States have also adopted legislation and regulations regarding climate change-related matters, and additional legislation or regulation by these states and regions, U.S. federal agencies, including the Environmental Protection Agency (“EPA”), and/or international agreements to which the United States may become a party could result in increased compliance costs for us and our customers. Failure to comply with these laws and regulations can lead to the imposition of remedial liabilities, administrative, civil or criminal fines or penalties or injunctions limiting our operations in affected areas. Moreover, multiple environmental laws provide for citizen suits which allow environmental organizations to act in the place of the government and sue operators for alleged violations of environmental law. We consider the responsibility and costs of environmental protection and safety and health compliance fundamental, manageable parts of our business. We cannot predict with any reasonable degree of certainty our future exposure concerning such matters.

 

Several states have adopted or are considering adopting regulations that could impose more stringent permitting, public disclosure and/or well construction requirements on hydraulic fracturing operations. We cannot predict whether additional federal, state or local laws or regulations applicable to hydraulic fracturing will be enacted in the future and, if so, what actions any such laws or regulations would require or prohibit. If additional levels of regulation or permitting requirements were imposed on hydraulic fracturing operations, our business and operations could be subject to delays, increased operating and compliance costs and potential bans. Additional regulation could also lead to greater opposition to hydraulic fracturing, including litigation.

 

Restrictions on GHG emissions that may be imposed could adversely affect the oil and gas industry. The adoption of legislation or regulatory programs to reduce GHG emissions could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or to comply with new regulatory requirements. Any GHG emissions legislation or regulatory programs applicable to power plants or refineries could also increase the cost of consuming, and potentially reduce demand for, the oil and natural gas we produce. Consequently, legislation and regulatory programs to reduce GHG emissions could have an adverse effect on our business, financial condition and results of operations. See “Business—Governmental Regulation and Environmental Matters” and “—Climate Change” for a further discussion of the laws and regulations related to GHGs and of climate change.

 

We may be involved in legal proceedings that could result in substantial liabilities.

 

Similar to many oil and natural gas companies, we may be involved in various legal and other proceedings from time to time, such as title, royalty or contractual disputes, regulatory compliance matters and personal injury or property damage matters, in the ordinary course of our business. Such legal proceedings are inherently uncertain and their results cannot be predicted. Regardless of the outcome, such proceedings could have a material adverse impact on us because of legal costs, diversion of management and other personnel and other factors. In addition, resolution of one or more such proceedings could result in liability, loss of contractual or other rights, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in our business practices. Accruals for such liability, penalties or sanctions may be insufficient, and judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change from one period to the next, and such changes could be material.

 

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Legislation or regulatory initiatives intended to address seismic activity could restrict our operators’ drilling and production activities, which could have a material adverse effect on our business.

 

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. For example, in 2015, the United States Geological Study identified eight states, including Texas, with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction.

 

In addition, a number of lawsuits have been filed alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements in the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells. For example, in October 2014, the Texas Railroad Commission published a new rule governing permitting or re-permitting of disposal wells that would require, among other things, the submission of information on seismic events occurring within a specified radius of the disposal well location, as well as logs, geologic cross sections and structure maps relating to the disposal area in question. If the permittee or an applicant of a disposal well permit fails to demonstrate that the produced water or other fluids are confined to the disposal zone or if scientific data indicates such a disposal well is likely to be or determined to be contributing to seismic activity, then the agency may deny, modify, suspend or terminate the permit application or existing operating permit for that well. The Texas Railroad Commission has used this authority to deny permits for waste disposal wells. In some instances, regulators may also order that disposal wells be shut in.

 

The adoption and implementation of any new laws or regulations that restrict our operators’ ability to use hydraulic fracturing or dispose of produced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring them to shut down disposal wells, could have a material adverse effect on our business, financial condition and results of operations.

 

Continuing political and social discussion of the issue of climate change has resulted in legislative, regulatory and other initiatives to reduce greenhouse gas emissions, such as carbon dioxide and methane. Policy makers at both the U.S. federal and state levels have introduced legislation and proposed new regulations designed to quantify and limit the emission of greenhouse gases through inventories, limitations and/or taxes on GHG emissions. The EPA has issued regulations for the control of methane emissions, which also include leak detection and repair requirements, for the oil and gas industry and are likely to create additional regulations regarding such matters. In November 15, 2021, the EPA proposed new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound emissions from new and existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments. EPA hopes to finalize the proposed regulations by the end of 2022. Once finalized, the regulations are likely to be subject to legal challenge, and will also need to be incorporated into the states’ implementation plans, which will need to be approved by the EPA in individual rulemakings that could also be subject to legal challenge. As a result, we cannot predict the scope of any final methane regulatory requirements or the cost to our operations.

 

The Inflation Reduction Act of 2022 (the “IRA”), which was signed into law in August 2022, imposes an escalating charge on methane emissions from inter alia onshore petroleum and natural gas production, and natural gas processing, gathering, transmission, underground storage, and LNG storage/ import/export equipment. The charges apply only to facilities emitting 25,000 metric tons of CO2 annually The IRA also funds grants to facilities subject to the methane charge and “marginal conventional wells” to improve equipment and processes. The IRA also creates generous tax credits, benefitting even non-profit entities, that likely will create more supply and demand for alternative non-hydrocarbon energy which may diminish demand, or prices obtained, for natural gas and oil. These statutory provisions will also be subject to legal challenge. The cumulative effect upon our business’ results of the IRA’s grants, charges, and incentives to non-hydrocarbon energy assets and fuels, is uncertain.

 

Future additional federal GHG regulations of the oil and gas industry remain a significant possibility. Some states have imposed limitations designed to reduce methane emissions from oil and gas exploration and production activities. Legislative and state initiatives to date have generally focused on the development of renewable energy standards and/or cap-and-trade and/or carbon tax programs. Renewable energy standards (also referred to as renewable portfolio standards) require electric utilities to provide a specified minimum percentage of electricity from eligible renewable resources, with potential increases to the required percentage over time. The development of a federal renewable energy standard, or the development of additional or more stringent renewable energy standards at the state level, or continuing implementation of increasingly disadvantageous (from our industry’s perspective) renewable energy requirements embedded in existing legislation could reduce the demand for oil and gas, thereby adversely impacting our earnings, cash flows and financial position. A cap-and-trade program generally would cap overall greenhouse gas emissions on an economy-wide basis and require major sources of greenhouse gas emissions or major fuel producers to acquire and surrender emission allowances. A federal cap and trade program or expanded use of cap and trade programs at the state level could impose direct costs on us through the purchase of allowances and could impose indirect costs by incentivizing consumers to shift away from fossil fuels. In addition, federal or state carbon taxes could directly increase our costs of operation and similarly incentivize consumers to shift away from fossil fuels.

 

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In addition, opponents of fossil fuels claiming concern about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in an increasing number of financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this would make it more difficult and expensive to secure funding for exploration and production activities. Members of the investment community have also begun to screen companies such as ours for sustainability performance, including practices related to GHGs and climate change, before investing in our securities. Any efforts to improve our sustainability practices in response to these pressures may increase our costs, and we may be forced to implement technologies that are not economically viable in order to improve our sustainability performance and to meet the specific requirements to perform services for certain customers.

 

These various legislative, regulatory and other activities addressing greenhouse gas emissions could adversely affect our business, including by imposing reporting obligations on, or limiting emissions of greenhouse gases from, our equipment and operations, which could require us to incur costs to reduce emissions of GHGs associated with our operations. Limitations on GHG emissions could also adversely affect demand for oil and gas, which could lower the value of our reserves and have a material adverse effect on our profitability, financial condition and liquidity.

 

Some of our properties are in areas that may have been partially depleted or drained by offset wells and certain of our wells may be adversely affected by actions we or other operators may take when drilling, completing, or operating wells that we or they own.

 

Some of our properties are in reservoirs that may have already been partially depleted or drained by earlier offset drilling. The owners of leasehold interests adjoining any of our properties could take actions, such as drilling and completing additional wells, which could adversely affect our operations. When a new well is completed and produced, the pressure differential in the vicinity of the well causes the migration of reservoir fluids toward the new wellbore (and potentially away from existing wellbores). As a result, the drilling and production of these potential locations by us or other operators could cause depletion of our proved reserves and may inhibit our ability to further develop our proved reserves. In addition, completion operations and other activities conducted on adjacent or nearby wells by us or other operators could cause production from our wells to be shut in for indefinite periods of time, could result in increased lease operating expenses and could adversely affect the production and reserves from our wells after they re-commence production. We have no control over the operations or activities of offsetting operators.

 

Risks Related to this Offering

 

The market price of our securities is volatile and may not accurately reflect the long term value of our Company.

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies has experienced substantial volatility in the past. This volatility may affect the ability of holders of our securities to sell their securities at an advantageous price. Market price fluctuations in our securities may be due to our operating results, failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions, or other material public announcements by us or our competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of our securities. Financial markets have historically, at times, experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies.

 

Accordingly, the market price of our securities may decline even if our operating results, underlying asset values, or prospects have not changed. Additionally, these factors as well as other related factors may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in the price and volume of our securities will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted and the trading price of our securities may be materially adversely affected.

 

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We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

 

Our management will have broad discretion in the application of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our securities. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline.

 

There is no assurance that an investment in our Common Units will earn any positive return.

 

There is no assurance that an investment in our Common Units will earn any positive return. An investment in our Common Units involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in our securities is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

 

We effected a 1-for-60 reverse stock split of our outstanding Common Shares on November 2, 2022.

 

We expect that the reverse stock split will increase the market price of our Common Shares while our stock is trading and enable us to meet the minimum market price requirement of the listing rules of the NYSE American. However, the effect of a reverse stock split upon the market price of our Common Shares cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our Common Shares following the reverse stock split will not increase sufficiently for us to be in compliance with the minimum market price requirement of the NYSE American, or if it does, that such price will be sustained. If we are unable to meet the minimum market price requirement, we may be unable to list our Common Shares on the NYSE American, in which case such an offering may not be completed.

 

Even if the reverse stock split achieves the requisite increase in the market price of our Common Shares, we cannot assure you that we will be approved for listing on the NYSE American or able to comply with other continued listing standards of the NYSE American.

 

Even if the reverse stock split achieves the requisite increase in the market price of our Common Shares to be in compliance with the minimum bid price of the NYSE American, there can be no assurance that the market price of our Common Shares following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s Common Shares to decline in the period following a reverse stock split. If the market price of our Common Shares declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated to the number of shares of our Common Shares outstanding, such as negative financial or operational results, could adversely affect the market price of our Common Shares and jeopardize our ability to meet or maintain NYSE American’s minimum bid price requirement.

 

Even if we meet the NYSE American’s initial listing requirements, there can be no assurance that we will be able to comply with NYSE American’s continued listing standards, a failure of which could result in a de-listing of our securities.

 

Our Common Shares are currently quoted on the OTCQB. We intend to apply to list our Common Shares and Warrants on the NYSE American. There is no assurance that our Common Shares and Warrants will ever be listed on the NYSE American or that we will be able to comply with such applicable listing standards. Should our Common Shares and Warrants become listed on the NYSE American, in order to maintain that listing, the NYSE American requires that we satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our Common Shares and Warrants and would impair your ability to sell or purchase our Common Shares and Warrants when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Shares and Warrants to become listed again, stabilize the market price or improve the liquidity of our Common Shares and Warrants or prevent future non-compliance with the listing requirements.

 

If, for any reason, we should fail to maintain compliance with these listing standards and the NYSE American should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:

 

  the liquidity of our Common Shares and Warrants;
     
  the market price of our Common Shares and Warrants;
     
  our ability to obtain financing for the continuation of our operations;
     
  the number of investors that will consider investing in our Common Shares and Warrants;
     
  the number of market makers in our Common Shares and Warrants;
     
  the availability of information concerning the trading prices and volume of our Common Shares and Warrants; and
     
  the number of broker-dealers willing to execute trades in shares of our Common Shares and Warrants.

 

The reverse stock split may decrease the liquidity of our Common Shares.

 

The liquidity of our Common Shares may be affected adversely by our planned reverse stock split given the reduced number of Common Shares that will be outstanding following the reverse stock split, especially if the market price of our Common Shares does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of shareholders who own odd lots (less than 100 shares) of our Common Shares, creating the potential for such shareholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

 

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Following our reverse stock split, the resulting market price of our Common Shares may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Shares may not improve.

 

Although we believe that a higher market price of our Common Shares may help generate greater or broader investor interest, there can be no assurance that our planned reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Shares will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Common Shares may not necessarily improve.

 

We have never paid cash dividends and have no plans to pay cash dividends in the future.

 

Holders of our Common Shares are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our capital stock and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our capital stock may have will be in the form of appreciation, if any, in the market value of their Common Shares.

 

Sales of a substantial number of our Common Shares following this offering may adversely affect the market price of our Common Shares and the issuance of additional shares will dilute all other shareholders.

 

Sales of a substantial number of our Common Shares in the public market or otherwise following this offering, or the perception that such sales could occur, could adversely affect the market price of our Common Shares. After completion of this offering and the issuance of the Common Shares in this offering there will be 3,932,600 Common Shares outstanding (without giving effect to the exercise by the underwriters of the over-allotment option). In addition, our Articles permit the issuance of an unlimited number of Common Shares. Thus, we could issue substantial amounts of Common Shares in the future, which would dilute the percentage ownership held by the investors who purchase Common Shares in this offering.

 

We may need to raise additional funds to support our business operations or to finance future acquisitions, including through the issuance of equity or debt securities, which could have a material adverse effect on our ability to grow our business, and may dilute your ownership in us.

 

If we do not generate sufficient cash from operations or do not otherwise have sufficient cash and cash equivalents to support our business operations or to finance future acquisitions, we may need raise addition capital through the issuance of debt or equity securities. We do not have any arrangements for any credit facility, or any other sources of capital. We may not be able to raise cash in future financing on terms acceptable to us, or at all.

 

Financings, if available, may be on terms that are dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price of our Common Shares. The holders of new securities may also receive rights, preferences or privileges that are senior to those of existing holders of our Common Shares. If new sources of financing are required but are insufficient or unavailable, we would be required to modify our plans to the extent of available funding, which could harm our ability to grow our business.

 

We have issued options, warrants and a convertible debenture and may continue to issue additional securities in the future. The exercise and/or conversion of these securities and the sale of the Common Shares issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the price of our Common Shares.

 

As of November 8, 2022, we have issued and outstanding options to purchase 92,917 Common Shares with a weighted average exercise price of $14.40 per share, warrants to purchase 1,097,097 Common Shares with a weighted average exercise price of $12.60 per share, and a debenture in the original principal amount of $79,000 (C$100,000) (excluding interest thereon) convertible into 11,111 Common Shares and warrants to purchase an additional 11,111 Common Shares. In addition, we have 600,343 Common Shares available for future issuance under our 2017 and 2022 Stock Option Plans. Because the market for our Common Shares may be thinly traded, the sales and/or the perception that those sales may occur, could adversely affect the market price of our Common Shares. Furthermore, the mere existence of a significant number of Common Shares issuable upon exercise and/or conversion of our outstanding securities may be perceived by the market as having a potential dilutive effect, which could lead to a decrease in the price of our Common Shares.

 

If you purchase our securities in this offering, you may in the future incur dilution in the book value of your shares.

 

Although you will not incur immediate dilution as a result of this offering, to the extent outstanding options or warrants are exercised, you may experience future dilution of your equity interests in the Company. As a result of possible future dilution, investors purchasing Common Units in this offering may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation.

 

There is no public market for either the Warrants or the Pre-funded Warrants being sold in this offering.

 

There is no established public trading market for either the Warrants or the Pre-funded Warrants being sold in this offering. We intend to list the Warrants on the NYSE American, however there is no assurance that any market will develop. We will not list the Pre-funded Warrants on any securities exchange or nationally recognized trading system, including the NYSE American. Therefore, we do not expect a market to ever develop for the Pre-funded Warrants. Without an active market, the liquidity of the Pre-funded Warrants will be limited.

 

The Warrants and Pre-funded Warrants are speculative in nature.

 

Neither the Warrants nor the Pre-funded Warrants confer any rights of Common Share ownership on their respective holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price. Commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Shares and pay the stated exercise price per share prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Commencing on the date of issuance, holders of the Pre-funded Warrants may exercise their right to acquire the Common Shares and pay the stated exercise price per share until exercised in full. There can be no assurance that the market price of our Common Shares will ever equal or exceed the exercise price of the Warrants offered by this prospectus, and if so, the Warrants would expire without value.

 

The Warrants included in the Common Units and Pre-Funded Units are expected to be listed on the NYSE American separately upon the pricing of this offering, and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our Common Shares.

 

Because the Common Units and Pre-Funded Units will never trade as a unit, and the Warrants are expected to be traded on the NYSE American, investors may be provided with an arbitrage opportunity that could depress the price of our Common Shares.

 

In the event that our Common Share price does not exceed the exercise price of the Warrants or the Pre-funded Warrants during the period when the Warrants or the Pre-funded Warrants are exercisable, as applicable, such warrants may not have any value.

 

Until holders of the Warrants and the Pre-funded Warrants acquire Common Shares upon exercise thereof, holders of the Warrants and Pre-funded Warrants will have no rights with respect to our Common Shares. Upon exercise of the Pre-funded Warrants, such holders will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.

 

There is no assurance that any of the Warrants will be exercised and we will receive the exercise proceeds therefrom.

 

The Warrants have an exercise price above the price of a Common Share. If the price of our Common Shares does not exceed the Warrant exercise price, then it is unlikely that the Warrants will be exercised. The Warrants will expire on the fifth anniversary of their issuance, which if they expire without being exercised the Company will not receive any proceeds therefrom.

 

Additionally, for the Warrants to be exercised for cash, we must keep an effective registration statement available for issuance of the Common Shares issuable on exercise of the Warrants. If we fail to maintain an effective registration statement, then the Warrants may be exercised on a cashless basis, and we will not receive any cash amount from their exercise.

 

Our principal shareholders and management own a significant percentage of our shares and may be able to exert significant control over matters subject to shareholder approval.

 

Immediately following the completion of this offering, our executive officers, directors and principal shareholders and their affiliates will beneficially hold, in the aggregate, approximately 26.53% of our outstanding Common Shares. These shareholders, acting together, would be able to significantly influence all matters requiring shareholder approval. For example, these shareholders would be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our Common Shares that you may feel are in your best interest as one of our shareholders.

 

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We are a British Columbia company and it may be difficult for you to enforce judgments against us or certain of our directors or officers.

 

As a corporation organized under the provincial laws of British Columbia, Canada, it may be difficult to bring actions under U.S. federal securities law against us. Some of our directors and officers reside principally in Canada or outside of the United States. Because a portion of our assets and the assets of these persons are located outside of the United States, it may not be possible for investors to effect service of process within the United States upon us or those persons. Furthermore, it may not be possible for investors to enforce against us, or those persons not in the United States, judgments obtained in U.S. courts based upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. There is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us or certain of our directors and officers.

 

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

 

The trading market for our Common Shares and Warrants will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts may never publish research on our Company. If no securities or industry analysts cover our Company, the trading price for our Common Shares and Warrants would likely be negatively impacted. In the event securities or industry analysts cover our Company, if one or more of the analysts who covers us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price may decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our shares could decrease, which might cause our share price and trading volume to decline.

 

Substantial amounts of our outstanding shares may be sold into the market when lock-up periods end. If there are substantial sales of shares of our Common Shares, the price of our Common Shares could decline.

 

All of our outstanding Common Shares held by our directors and executive officers are subject to contractual lock-up restrictions on resale as more fully described in the section titled “Underwriting” in this prospectus. If these shareholders sell, or indicate an intent to sell, substantial amounts of our Common Shares in the public market after the expiration of the applicable lock-up period, the trading price of our Common Shares could decline significantly and could decline below the public offering price.

 

General Risk Factors

 

We are an “emerging growth company” and a “smaller reporting company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies and/or smaller reporting companies, which could make our securities less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also 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 may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” 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 $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion 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.

 

In addition, even if we no longer qualify as an “emerging growth company,” we may still take advantage of certain reduced reporting requirements as a “smaller reporting company.” If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if we are a smaller reporting company, we may not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

 

We cannot predict if investors will find our securities attractive because we may rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and our share price may be more volatile.

 

Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate.

 

We are required pursuant to Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies in which case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

 

Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

 

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the U.S. requires significant expenditures and may place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company” or a “smaller reporting company.” In addition, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The information in this prospectus includes “forward-looking statements.” All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under “Risk Factors.” 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;
     
  the impact of the COVID-19 pandemic and its effect on our business and financial condition;
     
  general economic conditions;
     
  our future operating results;
     
  our expectations regarding having our securities listed on NYSE American; 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 “Risk Factors.”

 

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 prospectus 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 prospectus 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 prospectus.

 

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MARKET FOR OUR COMMON SHARES AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Our Common Shares currently trades on the OTCQB Marketplace in the United States under the symbol “OILCD” on the Canadian Securities Exchange in Canada under the symbol “OIL” and under the Frankfurt Stock Exchange under the symbol “75P”.

 

We have applied to list our Common Shares and Warrants on the NYSE American under the symbol “OILS” and “OILSW,” respectively. The approval of our listing of our Common Shares and Warrants is a condition of closing this offering. No assurance can be given that our application will be accepted.

 

Shareholders

 

As of November 8, 2022, there were 1,932,600 Common Shares issued and outstanding, held by approximately 55 holders of record, although there are a much larger number of beneficial owners.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The following table summarizes information about our equity compensation plans as of September 30, 2021.

 

Plan Category  Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)   Weighted average exercise price of outstanding options, warrants and rights   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 
Equity compensation plans approved by securityholders   37,916(1)  $19.51(2)   72,384 
Equity compensation plans not approved by securityholders            
Total   37,916   $19.51    72,384 

 

  (1) Represents the number of Common Shares available for issuance upon exercise of outstanding options as at September 30, 2021, as adjusted for the1-for-60 reverse stock split of our outstanding Common Shares completed on November 2, 2022.
  (2) C$24.60 converted into USD, as adjusted for the1-for-60 reverse stock split of our outstanding Common Shares completed on November 2, 2022.

 

USE OF PROCEEDS

 

Assuming the sale of all of the Common Units in this offering at an assumed offering price of $3.74 per share (assuming no sale of any Pre-funded Units), the Company estimates that the Net Proceeds from the sale of Common Units it is offering will be approximately $11.94 million. If the underwriters fully exercise the over-allotment option, the Net Proceeds will be approximately $13.79 million. “Net Proceeds” is what the Company expects to receive after deducting the underwriting discount and commission and estimated offering expenses payable by the Company. Each $1.00 increase (decrease) in the assumed public offering price of $3.74 per Common Unit would increase (decrease) our Net Proceeds by approximately $3.29 million, assuming that the number of Common Units offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase (decrease) of 100,000 Common Units in the number of Common Units offered by us at the assumed public offering price of $3.74 per share would increase (decrease) the Net Proceeds by approximately $0.34 million.

 

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We intend to use the Net Proceeds of this offering for continuing operating expenses and working capital. We believe opportunities may exist from time to time to expand our current business through acquisitions or investments. While we have no current agreements, commitments or understandings for any specific acquisitions or investments, we may use a portion of the Net Proceeds for these purposes.

 

We believe that the Net Proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements through at least the next twelve months from the date of this offering.

 

DIVIDEND POLICY

 

Our board of directors (“Board of Directors” or “Board”) has discretion as to whether we will pay dividends in the future, subject to restrictions under the Business Corporations Act (British Columbia) (the “BCBCA”) and our charter documents. Under the BCBCA, we may not declare or pay dividends if our Company is insolvent or where the payment of the dividend would render our Company insolvent. See “Description of Share Capital.”

 

We have never paid or declared any cash dividends on our Common Shares, and we do not anticipate paying any cash dividends on our Common Shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

 

CAPITALIZATION

 

The following table sets forth our capitalization:

 

  on an actual basis as of June 30, 2022; and
     
  on as adjusted basis to give effect to the issuance and sale by us of Common Units (assuming no sale of any Pre-funded Units) at an assumed offering price of $3.74 per Common Units (assuming no exercise of the underwriters’ over-allotment option), after deducting the underwriting discounts and commissions and estimated offering costs payable by us.

 

You should read this table in conjunction with the sections titled and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

 

  

As of June 30, 2022

(unaudited)

 
   Actual   As Adjusted 
         
Cash and cash equivalents  $5,366,789   $17,304,868 
           
Shareholders’ Equity          
Shareholders’ equity (deficit):  $11,554,690   $23,492,769 
Share capital   14,381,071    26,319,150 
Deficit   (7,047,781)   (7,047,781)
Reserves   4,585,598    4,585,598 
Share subscription proceeds   30,456    30,456 
Accumulated other comprehensive loss   (394,654)   (394,654)
Total shareholders’ equity  $11,554,690   $23,492,769 

 

 

Each $1.00 increase (decrease) in the assumed public offering price of $3.74 per Common Unit would increase (decrease) the as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity (deficit) by approximately $3.29 million , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares in the number of shares offered by us at the assumed public offering price of $3.74 per Common Unit would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity (deficit) by approximately $0.34 million.

 

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The number of Common Shares outstanding is based on 1,932,600 Common Shares issued and outstanding as of June 30, 2022, and excludes the following as of such date:

 

  92,917 Common Shares issuable upon the exercise of outstanding options, with a weighted average exercise price of $14.40 per share;
     
  1,097,097 Common Shares issuable upon the exercise of outstanding warrants, with a weighted average exercise price of $12.60 per share; and
     
  11,111 Common Shares issuable upon conversion of an outstanding secured convertible debenture in the amount of $79,000 (C$100,000) including interest accrued thereon;
     
  600,343 Common Shares available for future issuance under our 2017 and 2022 Stock Option Plans;
     
 

Up to 3,600,000 Common Shares issuable upon the exercise of the Warrants; and

     
  up to 207,000 Common Shares issuable upon exercise of the representative’s warrants.

 

Except as otherwise indicated herein, all information in this prospectus reflects or assumes:

 

  no exercise of the outstanding options or warrants described above;
     
  no sale of any Pre-funded Units;
     
  no exercise of the underwriters’ option to purchase up to an additional 540,000 Common Shares and/or 540,000 Pre-funded Warrants and/or 540,000 Warrants to cover over-allotments, if any; and
     
  a one-for-sixty reverse stock split of our Common Shares effected on November 2, 2022.

 

DILUTION

 

If you invest in our Common Units in this offering, your interest will be diluted to the extent of the difference between the public offering price per Common Unit (assuming no value is attributed to the Warrants and no Pre-Funded Warrants are sold in the offering) and the as adjusted net tangible book value per share of our Common Shares immediately after this offering (assuming no value is attributed to the Warrants and no Pre-Funded Warrants are sold in the offering). We calculate net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, by the number of our outstanding Common Shares as of June 30, 2022. Our net tangible book value as of June 30, 2022, was $11,554,690 or approximately $5.98 per common share.

 

After giving effect to our issuance and sale of Common Units in this offering at an assumed public offering price of $3.74 per common share, excluding Common Shares that may be issued upon exercise of the underwriter’s over-allotment option and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our as adjusted net tangible book value as of June 30, 2022 would have been $23,492.769, or $4.25 per common share. This represents an immediate decrease in net tangible book value of $1.73 per share to existing shareholders and no immediate dilution in net tangible book to purchasers of Common Units in this offering, based on an assumed public offering price of $3.74 per share. The following table illustrates this per share dilution:

 

Assumed public offering price per share         $ 3.74  
Net tangible book value per share as of June 30, 2022   $ 5.98          
Decrease in net tangible book value per share attributable to new investors   (1.73 )         
Less: as adjusted net tangible book value per share after giving effect to the offering           $ 4.25  
Dilution in net tangible book value per share to new investors           $ (0.51 ) 

 

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The information discussed above is illustrative only, and the dilution information following this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the public offering price, would increase (decrease) as adjusted net tangible book value per share to new investors by $0.58, and would increase (decrease) dilution per share to new investors in this offering by $0.42, assuming that the number of Common Units offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 100,000 in the number of Common Units by us would increase (decrease) our as adjusted net tangible book value by approximately $0.08 per share and increase (decrease) the dilution to new investors by $0.02 per share, assuming the public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

If the underwriters’ over-allotment option to purchase additional Common Shares from the Company is exercised in full, and based on the assumed public offering price of $3.74 per share, the as adjusted net tangible book value per share after this offering would be $4.17 per share, the decrease in as adjusted net tangible book value per share to existing shareholders would be $1.81 per share and no dilution to new investors purchasing shares in this offering.

 

The number of Common Shares outstanding is based on 1,932,600 Common Shares issued and outstanding as of June 30, 2022, and excludes the following as of such date:

 

  92,917 Common Shares issuable upon the exercise of outstanding options, with a weighted average exercise price of $14.40 per share;
     
  1,047,097 Common Shares issuable upon the exercise of outstanding warrants, with a weighted average exercise price of $12.60 per share; and
     
  11,111 Common Shares issuable upon conversion of an outstanding secured convertible debenture in the amount of $79,000 (C$100,000) including interest accrued thereon;
     
  600,343 Common Shares available for future issuance under our 2017 and 2022 Stock Option Plans;
     
 

Up to 3,600,000 Common Shares issuable upon the exercise of the Warrants; and

 

  up to 207,000 Common Shares issuable upon exercise of the representative’s warrants.

 

Except as otherwise indicated herein, all information in this prospectus reflects or assumes:

 

  no exercise of the outstanding options or warrants described above;
     
  no sale of any Pre-funded Units;
     
  no exercise of the underwriters’ option to purchase up to an additional 540,000 Common Shares, and/or 540,000 Pre-funded Warrants, and/or 540,000 Warrants to cover over-allotments, if any; and
     
  a one-for-sixty reverse stock split of our Common Shares effected on November 2, 2022.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with the Company’s consolidated financial statements and the related notes thereto and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All amounts in this discussion and analysis of our financial condition and results of operations 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.

 

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 and cash-flow through recompletion and re-entries, secondary recovery and lower risk infill drilling and development. Currently, the Company owns and operates various oil and gas properties located in Texas and New Mexico. In addition, the Company holds various royalty interests in 73 wells and 5 permitted wells across 3,800 acres within the Permian Basin of West Texas and southeast New Mexico. Moreover, the Company owns and operates more than 78 oil and gas wells, has more than 11,700 net acres of production oil and gas assets, 62 shut-in opportunities, 17 salt water disposal wells allowing for waterflood secondary recovery.

 

Key Activities:

 

In December 2020, the Company entered into an agreement to sell its interests in ODC San Andres Unit and W.J. “A” Taylor leases for $1,215,769.
   
On February 4, 2021, the Company announced the purchase of various royalty interests in 10 producing horizontal oil and natural gas wells and one permitted well located in Upton County, Texas.
   
On February 24, 2021, the Company announced the purchase of royalty interests in 15 producing horizontal oil and natural gas wells located in Atascosa and La Salle Counties, Texas.
   
On March 16, 2021, the Company announced the expansion of its royalty acquisitions program by purchasing royalty interests in 5 producing horizontal oil and natural gas wells plus four permitted wells located in Lea County, New Mexico.
   
On April 20, 2021, the Company announced an acquisition of additional royalty interests in 11 producing horizontal oil and gas wells located in Midland, Texas.
   
On June 23, 2021, the Company announced an acquisition of additional royalty interests in 29 producing oil and gas wells located in Permian Basin of west Texas.

 

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On September 30, 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 Company issued 416,667 Common Shares of the Company and 208,333 share purchase warrants as consideration for this acquisition. The share purchase warrants have an exercise price $9.60 per share and are exercisable until October 1, 2031.
   
On October 12, 2021, the Company announced the appointment of John Perry (“J.P.”) Bryan, Jr. and John James (“Jay”) Lendrum, III to its Board of Directors.
   
On November 4, 2021, the Company completed a non-brokered private placement of 41,117 units at a price of $12.60 (C$16.20) per unit for gross proceeds of $564,613 (C$714,700). Each unit is comprised of one common share and one half of share purchase warrant; each whole warrant entitles the holder to acquire one additional common share for a period of 24 months at an exercise price of $25.80 (C$32.40).
   
On March 28 and 29, 2022, the Company closed a brokered private placement of an aggregate of 785,477 units at a price of $9.60 per unit for gross proceeds of $7,540,580. Each unit is comprised of one common share and one common share purchase warrant. Each warrant is exercisable into one common share for a period of five years at an exercise price of $12.60 per share. ThinkEquity LLC acted as sole placement agent for the private placement and it and its designees received five year warrants to purchase up to 4,712,863 Common Shares of at an exercise price of $12.60 per share.
   
On April 5, 2022, the Company announced the successful results obtained from the recompletion of a previously shut-in oil well on its West Henshaw property in Eddy County, New Mexico.
   
On May 10, 2022, the Company announced the appointment of Gregory Montgomery as Chief Financial Officer and Corporate Secretary of the Company effective May 1, 2022. The Company also announced that. Edward Odishaw had resigned as Director of the Company.
   
On August 16, 2022, the Company received approval on its permit application for drilling on its Breedlove property in Martin County, Texas.
   
On November 2, 2022, the Company effected a 1-for-60 reverse split of the Company’s outstanding Common Shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have were adjusted accordingly.
   
On November 2, 2022, the Company announced that drilling commenced on its Eoff PPC#3 well on its Breedlove Oilfield, that the target depth of 8,100 ft (2468 meters) was achieved and that the casing was run to total depth.

 

Recent Developments

 

In August 2022, we received approval from the Railroad Commission of Texas on our permit application for drilling on our property in Martin County, Texas. The Railroad Commission of Texas reviewed and approved our request for well development rights between depths of 0 feet and 11,100 feet.

 

In August 2022, we continued our re-entry and stimulation program on our Henshaw Premier Unit and Oxy Yates properties situated in Eddy County, New Mexico. The re-entry and stimulations involved targeting the Grayburg formation in the Henshaw well numbers 107, 2L, 3B, while targeting the Yates formation in Oxy yates 14-3 well. We also recompleted the Mabee Breedlove Clearfork Unit #12 on our Breedlove field within the Clearfork formation located in Martin County.

 

The recompletions were successful and came online at a combined initial production rate of 50 bopd and have stabilized at a rate of 35 bopd, increasing our total production to 71 bopd.In addition to the re-entry and stimulation of the wells, management has started its extensive EOR study on the Clearfork formation for our Martin County asset. This includes review of all injections wells, downhole pressure and communication between injectors and receiving wells.

 

In September 2022, we commenced drilling in our Breedlove oil field. Two initial wells have been permitted and are expected to be drilled and completed on the property in the short term. Drilling of the first well commenced on September 14, 2022, with a possible lateral conversion to follow upon successful mud logging and various zone tests. The drilling and completion of the vertical well will take approximately 60 days and for the horizontal well 90 days.

 

On November 2, 2022, we effected a 1-for-60 reverse split of our outstanding Common Shares. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of Common Shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been adjusted accordingly. All information presented in this prospectus have been retrospectively restated to give effect to our 1-for-60 reverse split of our outstanding Common Shares, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such reverse stock split.

 

In November 2022, we announced that drilling commenced on our Eoff PPC#3 well on our Breedlove Oilfield, that the target depth of 8,100 ft (2468 meters) was achieved and that the casing was run to total depth. The electric wireline logging sequence of the wellbore was also completed, and we believed the results to be positive as all indications from the drilling show to be favorable as multiple zones have been found which allows us to proceed with the next steps of perforation and completion.

 

Impact of Covid-19

 

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. Specifically, the effects of the COVID-19 pandemic, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing in addition to other actions taken by both businesses and governments, resulted in a significant and swift reduction in international and U.S. economic activity. The collapse in the demand for oil caused by this unprecedented global health and economic crisis contributed to the significant decrease in crude oil prices in 2020 in general and resulted in shut down of the Company’s wellbores which had and could in the future continue to have a material adverse impact on the Company’s financial condition and results of operations. As a result of the ongoing COVID-19 pandemic, the Company’s operations, and those of its operating partners, have and may continue to experience delays or disruptions and temporary suspensions of operations and increased volatility. In addition, the Company’s results of operations and financial condition have been and may continue to be adversely affected by the ongoing COVID-19 pandemic; however, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds at this time. The Company is closely monitoring developments and adapting its business plans accordingly.

 

-40-
 

 

JOBS Act

 

On April 5, 2012, 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 $1.07 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.

 

Oil and Gas Properties

 

The Company hired MKM Engineering, who prepared for the Company the Appraisal Reports. Each of the Appraisal Reports used standard engineering practices generally accepted by the petroleum industry and conform to SEC Pricing. The Appraisal Reports are each filed as an exhibit to the registration statement for which this prospectus is a part of. MKM Engineering is independent with respect to Permex Petroleum Corporation as provided in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. MKM Engineering’s estimates of the Company’s proved and probable reserves in each of the Appraisal Reports were prepared according to generally accepted petroleum engineering and evaluation principles, and each of the Appraisal Reports conform to SEC Pricing. The Appraisal Reports are each filed as an exhibit to the registration statement for which this prospectus is a part of.

 

The Appraisal Reports were each specifically prepared by Michele Mudrone, an employee of MKM Engineering, a registered Professional Engineer in the State of Texas, and a member of the Society of Petroleum Engineers. Ms. Mudrone graduated from the Colorado School of Mines with a Bachelor of Science degree in Petroleum Engineering in 1976 and has been employed in the petroleum industry and directly involved in reservoir engineering, petrophysical analysis, reservoir simulation and property evaluation since that time. Ms. Mudrone certified in each Appraisal Report that she did not receive, nor expects to receive, any direct or indirect interest in the holdings discussed in the report or in the securities of the Company. Because the Company’s current size, the Company does not have any technical person at the Company responsible for overseeing the preparation of the reserve estimates presented herein (or have any internal control policies pertaining to estimates of oil and gas reserves), and consequently, the Company relies exclusively on the Appraisal Reports in the preparation of the reserve estimates present in this prospectus.

 

Since all of the Company’s reserves are from conventional reservoirs, MKM Engineering assumed for the purposes of its appraisal reports that the technology to be used to develop the Company’s reserves would include horizontally drilled wells, fracturing, and acidizing.

 

The following tables show a summary of our reserves as of September 30, 2021 and September 30, 2020 which have been derived from the Appraisal Reports and conform to SEC Pricing.

 

-41-
 

 

Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   6,199.4    399.3    188.1    5,612.0 
Natural Gas  Mcf   3,018.3    314.4    97.5    2,606.4 
Revenue                       
Oil/Condensate  M$   347,051.0    21,920.1    10,468.6    314,662.3 
Natural Gas  M$   8,906.8    949.0    286.9    7,670.9 
Severance and Ad Valorem Taxes  M$   26,171.1    1,927.3    774.5    23,469.3 
Operating Expenses  M$   43,511.4    8,048.8    3,057.0    32,405.6 
Investments  M$   71,700.0    791.9    689.6    70,218.5 
Operating Income (BFIT)  M$   214,575.4    12,101.2    6,234.4    196,239.8 
Discounted @ 10%  M$   100,772.6    6,356.0    3,644.6    90,772.0 

 

Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   3,706.4    254.9    294.5    3,157.0 
Natural Gas  Mcf   740.3    64.9    17.6    657.8 
Revenue                       
Oil/Condensate  M$   149,380.6    10,201.3    12,077.9    127,101.4 
Natural Gas  M$   1,313.0    58.7    32.6    1,221.7 
Severance and Ad Valorem Taxes  M$   11,404.2    903.6    863.4    9,637.2 
Operating Expenses  M$   38,863.8    5,590.5    2,818.4    30,454.9 
Investments  M$   26,262.9    630.1    807.0    24,825.8 
Operating Income (BFIT)  M$   74,162.6    3,135.8    7,621.7    63,405.1 
Discounted @ 10%  M$   29,113.0    1,806.4    4,057.6    23,249.0 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   7,466.5    119.8    7,346.7 
Natural Gas  Mcf   10,252.1    6.3    10,245.8 
Revenue                  
Oil/Condensate  M$   411,745.8    6,686.4    405,059.4 
Natural Gas  M$   30,171.8    18.4    30,153.4 
Severance and Ad Valorem Taxes  M$   23,511.2    478.1    23,033.1 
Operating Expenses  M$   50,336.3    1,061.2    49,275.1 
Investments  M$   102,884.9        102,884.9 
Operating Income (BFIT)  M$   265,185.3    5,165.5    260,019.8 
Discounted @ 10%  M$   123,329.8    1,957.5    121,372.3 

 

-42-
 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   439.4    121.9    317.5 
Natural Gas  Mcf   126.3    6.3    120.0 
Revenue                  
Oil/Condensate  M$   17,637.2    5,024.7    12,612.5 
Natural Gas  M$   232.3    12.3    220.0 
Severance and Ad Valorem Taxes  M$   1,279.6    359.4    920.2 
Operating Expenses  M$   2,404.2    952.6    1,451.6 
Investments  M$            
Operating Income (BFIT)  M$   14,185.7    3,725.0    10,460.7 
Discounted @ 10%  M$   5,844.7    1,489.9    4,354.8 

 

Probable reserves are unproven reserves that geologic and engineering analyses suggest are more likely than not to be recoverable. They are not comparable to proved reserves and estimates of oil, condensate, and gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Such reserve and revenue estimates are based on the information currently available, the interpretation of which is subject to uncertainties inherent in applying judgmental factors.

 

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. During the fiscal year ended September 30, 2021, the Company did not commence drilling on any undeveloped acreage and no undeveloped reserves were converted into proved developed reserves. The Company has also did not make any investments in, or make any progress towards, converting proved undeveloped reserves to proved developed reserves during the year ended September 30, 2021. The Company also has not begun drilling on any undeveloped acreage or make any investments in undeveloped reserves during 2022 as of the date hereof.

 

An aggregate of 5,612 MBoe and 2,606 MMCF, of the Company’s proved undeveloped reserves as of September 30, 2021, 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, 2021.

 

Proved Undeveloped Reserves Additions

 

From September 30, 2020 to September 30, 2021, the Company had proved undeveloped reserve additions of 2,779.78 MBoe, mostly as a result of the acquisition of an aggregate of 6,046 net acres of new properties located in Martin County, Texas during the fiscal year ended 2021, being partially offset by the sales of certain acreage at the Company’s Peavy property in Young County, Texas and the Company’s property in Gaines County, Texas to a third party and a reclassification of 120.85 MBoe from proved undeveloped reserves to probable undeveloped reserves at the Company’s West Henshaw property in Eddy County, New Mexico. This reclassification was the result of a determination in 2021 that certain proved undeveloped reserves on the West Henshaw property were not a direct offset to a producing well and consequently should be categorized as undeveloped probable reserves. The specific changes to the Company’s proved undeveloped reserves from September 30, 2020 to September 30, 2021 were as follows:

 

   Breedlove   Peavy   Gaines County   Henshaw   Royalty Wells   Total 
Beginning balance at September 30, 2020 (MBoe)(1)                       3,266.59 
Production (MBoe)(1)                        
Revisions or reclassifications of previous estimates (MBoe)(1)               (120.85)       (120.85)
Improved Recovery (MBoe)(1)                        
Extensions and Discoveries (MBoe)(1)                        
Acquisitions/Purchases (MBoe)(1)   5,584.14                0.23    5,584.37 
Sales (MBoe)(1)       (70.40)   (2,614.00)           (2,684.40)
Price Change (MBoe)                       0.66 
Ending balance as of September 30, 2021 (MBoe)(1)                       6,046.37 

 

(1) Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended September 30, 2021, the average prices of WTI (Cushing) oil and NYMEX Henry Hub natural gas were $57.69 per Bbl and $2.94 per Mcf, respectively, resulting in an oil-to-gas ratio of over 19 to 1.

 

-43-
 

 

Financing of Proved and Probable Undeveloped Reserves

 

The Company currently estimates that the total cost to develop the Company’s proved undeveloped reserves of 5,612.0 MBbl of oil and 2,606.4 Mcf of natural gas as of September 30, 2021 is $67,940,950.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 7,346.7 MBbl of oil and 10,245.8 Mcf of natural gas as of September 30, 2021 is $102,884,900. 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.

 

Drilling Activities

 

The Company did not drill any wells during the last three fiscal years. As at September 30, 2021, the Company had 95 gross wells and 17.29 net productive wells, with 89 wells producing oil and six wells producing natural gas, and the Company’s gross developed acreage totaled 5,177 and net developed acreage totaled 3,942 with the following geographic breakdown:

 

Property  Gross Developed Acreage   Net Developed Acreage   Gross Productive Wells   Net Productive Wells 
Pittcock   818    664.63    1    0.81 
Henshaw   1,880    1,353.60    2    1.44 
Oxy Yates   680    489.60    2    1.44 
Bullard   241    187.98    1    0.78 
Breedlove   1,558    1,246.40    16    12.80 
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 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 3% of these leases have a term that expires within two years of the date of this prospectus.

 

Sales and Production

 

Annual Sales and Production Results

 

The average sales prices of the Company’s oil and gas products sold in the fiscal years ended September 30, 2021, 2020 and 2019 was $46.86, $38.51, and $51.79, respectively.

 

The Company’s net production quantities by final product sold in the fiscal years ended September 30, 2021, 2020, and 2019 was 30,623.69 Boe, 20,112.44 Boe, and 1,112.87 Boe, respectively.

 

The Company’s average production costs per unit for the fiscal years ended September 30, 2021, 2020, and 2019, was $23.56, $27.93, and $32.59, respectively.

 

-44-
 

 

The breakdown of production and prices between oil/condensate and natural gas was as follows:

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)   947    16,240    25,513 
Natural Gas (Mcf)   1,410    9,196    13,121 

 

Average Sales Price  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate ($/Bbl)   58.36    41.09    49.67 
Natural Gas ($/Mcf)   3.40    1.44    2.04 

 

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  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)            
Natural Gas (Mcf)   419         

 

Henshaw

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)    —     —    1,519 
Natural Gas (Mcf)   

    

     

 

McMurtry-Loving

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)     —          —    2,634 
Natural Gas (Mcf)   

         

 

ODC San Andres

 

Net Production Volumes  Fiscal Year Ended September 30, 2021   Fiscal Year Ended September 30, 2020   Fiscal Year Ended September 30, 2019 
Oil/Condensate (Bbl)   14,464    11,570     
Natural Gas (Mcf)   4,982    2,605     

 

-45-
 

 

Interim Sales and Production Results

 

The average sales prices of the Company’s oil and gas products sold in the nine months ended June 30, 2022, was $81.16 and the Company’s net production quantities by final product sold in the nine months ended June 30, 2022 was 8,945.60 Boe.

 

The Company’s average production costs per unit for the nine months ended June 30, 2022, was $37.15.

 

The breakdown of production and prices between oil/condensate and natural gas was as follows:

 

Net Production Volumes 

Nine Months Ended

June 30,

2022

 
Oil/Condensate (Bbl)   7,325 
Natural Gas (Mcf)   9,726 

 

Average Sales Price 

Nine Months Ended

June 30,

2022

 
Oil/Condensate ($/Bbl)   92.07 
Natural Gas ($/Mcf)   5.31 

 

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 

Nine Months Ended

June 30,

2022

 
Oil/Condensate (Bbl)   4,897 
Natural Gas (Mcf)   9,726 

 

Henshaw

 

Net Production Volumes 

Nine Months Ended

June 30,

2022

 
Oil/Condensate (Bbl)   1,266 
Natural Gas (Mcf)    

 

ODC San Andres

 

Net Production Volumes   

Nine Months Ended

June 30,

2022

 
Oil/Condensate (Bbl)    
Natural Gas (Mcf)   

 

 

-46-
 

 

Breedlove “B” Clearfork Leases – 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. There is a total of 25 vertical wells of which 12 are producers, 4 are saltwater disposal wells and 9 that are shut-in opportunities.

 

Permex holds a 100% working interest and an 81.75% net revenue interest in the Breedlove “B” Clearfork Property.

 

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 consist of the Pittcock North property, the Pittcock South property and the Windy Jones Property.

 

The Pittcock North property covers 320 acres held by production. There is currently one producing well, ten shut-in wells, two saltwater disposal wells, and a water supply well. Permex 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. Permex holds a 100% working interest in the lease, and a 71.90% net revenue interest.

 

The Windy Jones Property consists of forty acres and includes two injection wells and two suspended oil wells. The sole purpose of the Windy Jones property is to provide waterflood to the offset wells being the Pittcock wells located east boundary of the Windy Jones property. Permex holds a 100% working interest in the Windy Jones Property, and a 78.9% net revenue interest.

 

Mary Bullard Property - Texas

 

The Mary Bullard Property is located in Stonewall County, about 5 ½ miles south west of Aspermont, Texas. 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 is currently one producing well, four shut-in wells, and two water injection wells. Permex holds a 100% working interest in the Mary Bullard Property, and a 78.625% net revenue interest.

 

West Henshaw Property and Oxy Yates 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 two producing wells, seven shut-in wells and four saltwater disposal wells. Permex holds a 100% working interest in the West Henshaw Property, and a 72% net revenue interest.

 

The Oxy Yates Property is located in Eddy County, approximately eight miles north of Carlsbad, New Mexico in the Delaware Basin. The Oxy Yates Property covers 680 acres held by production. There is one producing well and nine 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. Permex holds a 100% working interest in the Oxy Yates Property, and a 77% net revenue interest.

 

-47-
 

 

Selected Annual Information

 

The following table sets out selected financial information for the Company which has been derived from the Company’s audited financial statements for the fiscal years ended September 30, 2021 and 2020.

 

   Fiscal 2021 ($)   Fiscal 2020 ($) 
Revenues   84,625    682,786 
Net income (loss)   (1,245,057)   (1,249,202)
Net income (loss) per share - basic and diluted   (0.03)   (0.03)
Total assets   8,148,472    7,000,821 
Total non-current liabilities   1,685,851    929,740 
Dividends        

 

Factors That Affect the Comparability of the Annual Financial Data Disclosed Above

 

Net losses for the years ended September 30, 2021 and 2020 were mainly attributable to general administrative expenses (2021 - $590,239, 2020 - $498,752) and loss on disposal of properties (2021 - $613,457, 2020 - $879,070). The decrease in revenue in fiscal 2021 and 2020 is due to the significant decline in oil prices in the middle of the fiscal 2020. Oil production on all the Company’s properties were shut down for four months in fiscal 2020 due to a steep decline in the price of oil during 2020. The Company sold its interest in ODC San Andres Unit and W.J. “A” Taylor leases in October 2020. All other oil and gas wells remained shut down until May 2021. The increase in total assets in fiscal 2021 is due to the acquisition of Breedlove “B” Clearfork properties. The decrease in non-current liabilities in fiscal 2020 is due to the reclassification of decommissioning obligations related to ODC San Andres Unit and W.J. “A” Taylor leases to current liabilities held for sale. The increase in non-current liabilities in fiscal 2021 is due to the recognition of decommissioning obligations related to the newly acquired Breedlove “B” Clearfork properties.

 

Discussion of Operations

 

Years Ended September 30, 2021 and 2020

 

During the year ended September 30, 2021, the Company reported a net loss of $1,245,057 as compared to a net loss of $1,249,202 for the year ended September 30, 2020. Revenue from oil and gas production decreased 93% to $46,703 (2020 - $682,786). The decrease is the result of the sale of ODC San Andres Unit and W.J. “A” Taylor leases in October 2020 and the complete shutdown of production from July 2020 in response to the steep decline in oil price. During the last six months of 2021, the Company has been working to bring the Pittcock North, Mary Bullard and Henshaw properties back online. The Pittcock North and Mary Bullard wells generated the first oil sales in June 2021. The royalty income of $37,922 (2020 - $Nil) is generated from royalty interests acquired in early 2021. The Company has acquired royalty interests in 73 wells located in Texas and New Mexico for a total investment of $179,095.

 

The general administrative expenses excluding depletion and depreciation and share-based payment expenses for the ended September 30, 2021 were $526,890 (2020 - $457,286) and were generally consistent with fiscal 2020. Some of the significant expense items are summarized as follows:

 

Accounting and audit of $78,090 (2020 - $66,710) include audit, accounting, and tax compliance related costs.
   
Filing and transfer agent of $54,822 (2020 - $27,922) have increased from the prior period mainly due to the DTC application fee of $17,284.
   
Investor relations and news dissemination of $72,196 (2020 - $45,490) relate to investor communications, including maintaining and updating the website and disseminating news releases.
   
Management fees of $149,806 (2020 - $144,288) relate to fees to the Company’s Chief Executive Officer (“CEO”). The Company has entered into an employment contract with the CEO for a monthly base salary of $12,500. Effective October 1, 2021, the monthly base salary has been increased to $16,667 ($200,000 annually).

 

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Share-based compensation expenses of $2,870 (2020 - $4,175), a non-cash charge, are 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.

 

During the year ended September 30, 2021, the Company assessed a loss of $613,457 on the sale of the Peavy leases and office equipment (2020 - $879,070 on the ODC and Taylor leases). The Company also realized a loss of $50,165 (2020 - $Nil) on forfeiture of reclamation deposit.

 

Three Months Ended June 30, 2022 and 2021

 

During the three months ended June 30, 2022, the Company reported a net loss of $761,303 as compared to a net loss of $152,960 for the three months ended June 30, 2021 mostly as a result of increased revenues being more than offset by increased expenses during the third quarter of 2022 compared to the same quarter in 2021. Revenue for the third quarter of 2022 consisted of oil and gas sales of $258,757 (compared to $34,298 in revenues from oil and gas sales in the third quarter of 2021) and royalty income of $17,965 (compared to no royalty income in the third quarter of 2021). Revenue from the Company’s newly acquired Breedlove “B” Clearfork leases accounted for 75% of the total oil and gas sales in the third quarter of 2022. The direct producing expenses were $135,170 in the third quarter of 2022 compared to $11,179 in the third quarter of 2021, representing approximately 52% and 33% of the gross sales in the third quarters of 2022 and 2021, respectively. This increase in producing expenses in the third quarter of 2022 was the result of increased production in 2022 compared to 2021 mostly as a result of the Company’s acquisition of the Breedlove “B” Clearfork leases in September 2021, and the Company bringing the Pittcock North, Mary Bullard, and West Henshaw wells back online during the second quarter of 2022. For the three-month period ended June 30, 2022, the Company has produced 37 bopd compared to six bopd for the same quarter of 2021.

 

The Company’s total operating expenses for the three months ended June 30, 2022 was $1,278,251 compared to $177,861 for the same period in 2021. The increase in total operating expenses in the third quarter of 2022 compared to the third quarter of 2021 was mainly attributable to increased general and administrative expenses in the current quarter including accounting and audit fees of $77,673 in the third quarter of 2022 (compared to $16,783 in third quarter of 2021), legal fees of $179,190 in the third quarter of 2022 (compared to $2,666 in the third quarter of 2021), and marketing and promotion of $469,096 in the third quarter of 2022 (compared to $4,148 in the third quarter of 2021). The increase in general administrative expenses in the current quarter is mainly due to the increase in general corporate activities as a result of the increased oil and gas productions, the brokered financing completed in the second quarter of 2022, and the preparation and filing of a registration statement and all required amendments with the SEC.

 

Nine Months Ended June 30, 2022 and 2021

 

During the nine months ended June 30, 2022, the Company reported a net loss of $1,729,012 as compared to a net loss of $460,316 for the nine months ended June 30, 2021 mostly as a result of increased revenues in 2022 being more than offset by increased expenses during the first nine months of 2022 compared to the same period in 2021. Revenue for the first nine months of 2022 consisted of oil and gas sales of $577,244 (compared to revenues of $37,392 for oil and gas sales in the first nine months of 2021) and royalty income of $47,813 (compared to no royalty income the first nine months of 2021). Revenue from the Company’s newly acquired Breedlove “B” Clearfork leases accounted for 71% of the Company’s total oil and gas sales in the third quarter of 2022. The Company also brought Pittcock North, Mary Bullard, and West Henshaw wells back online during the second quarter of 2022. For the nine-month period ended June 30, 2022, the Company produced 33 bopd compared to two bopd for the same period in 2021. The Company’s direct producing expenses were $332,346 in the first nine months of 2022 compared to $21,392 for the same period in 2021, representing approximately 52% and 57% of the gross sales for the first nine months of 2022 and 2021, respectively. This increase in producing expenses in the first nine months of 2022 was the result of increased production in 2022 compared to 2021 mostly as a result of the Company’s acquisition of the Breedlove “B” Clearfork leases and the Company bringing the Pittcock North, Mary Bullard, and West Henshaw wells back online.

 

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The Company’s total operating expenses for the nine month period ended June 30, 2022 was $2,603,752 compared to $423,522 for the same period in 2021. The increase in total operating expenses in the first nine months of 2022 compared to the same period in 2021 was mainly attributable to increased general and administrative expenses in the current period including:

 

Marketing and promotional expenses increased to $517,914 in the first nine months of 2022 compared to marketing and promotional expenses of $24,802 in the same period in 2021 mainly as a result of increased investor awareness programs and campaigns conducted by the Company in 2022;

 

Accounting and audit fees increased to $143,153 in the first nine months of 2022 from $46,730 in accounting and audit fees in the same period in 2021 primarily due to the increased oil and gas production activities and the preparation and filing of a registration statement with the SEC in 2022;

 

Investor relations expenses, that include preparation of investor communications, corporate website maintenance and news releases dissemination increased to $96,593 in the first nine months of 2022 compared to $46,091 in the same period of 2021, mainly due to the Company retaining an investor relations firm in June 2021 to handle its investor relations activities;

 

Legal fees increased to $203,016 in the first nine months of 2022 compared to legal fees of $3,336 in the same period of 2021 primarily as a result of legal costs associated with the preparation and filing of a registration statement with the SEC and the brokered financing completed in the second quarter of 2022;

 

Management fees consisting mostly of compensation paid to the Company’s CEO and Chief Financial Officer (“CFO”) increased to $176,989 in the first nine months of 2022 compared to management fees of $112,478 in the same period of 2021, mostly as a result of annual base salary of the CEO increasing from $150,000 to $200,000 on October 1, 2021, and then to $250,000 on May 1, 2022. The Company also hired a new CFO in May 2022; and

 

Office and general expenses increased to $105,679 in the first nine months of 2022 compared to office and general expenses of $26,780 in the same period of 2021 mostly as a result of an increase in corporate activities in general.

 

The Company also incurred share-based compensation expenses of $604,861 in the first nine months of 2022 compared to $2,401 in the same period of 2021, mostly as a result of the Company granting 3,300,000 stock options to the Company’s directors and consultants in October 2021. Share-based compensation expenses are a non-cash charge that are 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.

 

Liquidity and Capital Resources

 

As at June 30, 2022, the Company had a cash balance of $5,366,789, an increase of $5,340,983 from the cash balance of $25,806 on September 30, 2021. During the nine months ended June 30, 2022, cash used in operating activities was $1,420,285, primarily related to cash used in connection with an increase in net loss during 2022 combined with an increase in prepaid expenses and deposits being partially offset by cash provided by increased trade and other payables. The Company used $202,136 of cash in investing activities as a result of capital expenditures on its oil and gas assets. Financing activities provided the Company with cash of $6,963,404 mostly as a result of the Company receiving net proceeds of $7,032,412 from private placement financings, being partially offset by $41,661 of cash used for office lease payments and the repayment of a loan using $23,700 of cash.

 

The Company had a working capital of $5,182,233 as at June 30, 2022 compared to a working capital deficiency of $465,129 as at September 30, 2021.

 

Although the Company expects to invest additional capital on the continued development of its oil and gas operations, the Company currently does not have material commitments for capital expenditures. As of both June 30, 2022 and the date of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, the Company believes it has sufficient working capital to meet its anticipated operating and capital requirements over the next 12 months. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company’s liquidity and future prospects.

 

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Related Party Transactions

 

Year Ended September 30, 2021 and 2020

 

During the year ended September 30, 2020, the Company issued a total of $150,000 (C$200,000) in convertible debentures to the CEO and a director of the Company on October 17, 2019 and February 21, 2020, respectively, for cash. The debentures are secured by an interest in all of the Company’s right, title, and interest in all of its oil and gas assets, have a maturity date of September 30, 2021 and February 20, 2022, and bear interest at a rate of 12% per annum, payable on maturity. The debentures are convertible at the holder’s option into units of the Company at $7.20 (C$9.00) per unit. Each unit will be comprised of one common share of the Company and one share purchase warrant; each warrant entitles the holder to acquire one additional common share for a period of three years at an exercise price of $9.60. During the year ended September 30, 2021, the Company repaid $79,000 (C$100,000) of the convertible debenture together with accrued interest of $13,090. During the year ended September 30, 2021 and 2020, the Company accrued interest of $9,480 and $13,991, respectively, and is included within amounts due to related party on the consolidated balance sheets. As at September 30, 2021, $78,500 (C$100,000) of debenture loan remained outstanding and the interest accrued on the loan was $15,176 (2020 - $14,104).

 

The Company entered into the following transactions relating to key management personnel and entities over which they have control or significant influence during the year ended September 30, 2021:

 

a) Incurred management fees of $149,806 (2020 - $144,288) to a company controlled by the CEO of the Company.

 

The Company has entered into an employment agreement with the CEO of the Company for an annual base salary of $150,000, with no specified term. The employment agreement may be terminated with a termination payment equal to 12 months of accrued base salary and a bonus equal to 20% of the annual salary. Effective October 1, 2021, the annual base salary has been increased to $200,000.

 

Nine Months Ended June 30, 2022 and 2021

 

During the nine months ended June 30, 2022, the Company incurred management fees of $176,989 (2021 - $112,478) to the CEO of the Company. The Company considers this a related party transaction, as it relates to key management personnel and entities over which it has control or significant influence.

 

On May 1, 2022, the Company amended the employment with the CEO of the Company for an annual base salary of $250,000, with no specified term. The CEO is also eligible on an annual basis for a cash bonus of up to 100% of annual salary. The employment agreement may be terminated with a termination payment equal to three years of base salary and a bonus equal to 20% of the annual base salary.

 

On May 1, 2022, the Company entered into an employment with the CFO of the Company for an annual base salary of $50,000, with no specified term. The CFO is also eligible on an annual basis for a cash bonus of up to 100% of annual salary. The employment agreement may be terminated with a termination payment equal to two months of base salary.

 

Critical Accounting Estimates

 

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. Actual results could differ from these estimates. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant areas requiring the use of management estimates include:

 

Decommissioning obligations

 

Decommissioning obligations require the use of management’s best estimates of future decommissioning expenditures, expected timing of expenditures and future inflation rates. A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. Provisions are not recognized for future operating losses.

 

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Provisions for decommissioning associated with the Company’s oil and gas operations are based on current legal and constructive requirements, technology, price levels and expected plans for remediation. Actual costs and cash outflows may differ from estimates due to changes in laws and regulations, public expectations, prices, discovery and analysis of site conditions and changes in clean up technology. Estimates are made using internal and external information.

 

Depreciation

 

Equipment is amortized over the estimated useful life of the assets. Changes in the estimated useful lives or depreciation rate used could significantly increase or decrease the amount of depreciation recorded during the period and the carrying value of equipment.

 

Petroleum and natural gas interests

 

Reserves resources are used in the unit-of-production calculation for depreciation and depletion and the impairment analysis, which affects net loss. There are numerous uncertainties inherent in estimating petroleum and natural gas (“P&NG”) reserves. Estimating reserves is complex, requiring many judgments based on geological, geophysical, engineering and economic data. Changes in these judgments could have a material impact on the estimated reserves. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available and as the economic environment changes.

 

Share-based payments

 

The determination of the fair value of stock options and agent’s warrants using stock pricing models, require the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate.

 

Financial Instruments

 

The Company classified its financial instruments as follows: cash, trade and other receivables, and reclamation deposits as subsequently measured at amortized cost; and trade and other payables, amounts due to related parties, loan payable, and convertible debentures – loan component as subsequently measured at amortized cost financial liabilities.

 

The carrying amount of cash, trade and other receivables, reclamation deposits, trade and other payables, amounts due to related parties, loan payable, and convertible debentures carried at amortized cost is a reasonable approximation of fair value due to the relatively short period to maturity of these financial instruments and/or the rate of interest being charged.

 

Financial risk management

 

The Company’s financial risks arising from its financial instruments are credit risk, liquidity risk, foreign currency exchange risk, interest rate risk and commodity price risk. The Company’s exposures to these risks and the policies on how to mitigate these risks are set out below. Management monitors and manages these exposures to ensure appropriate measures are implemented on a timely basis and in an effective manner.

 

Credit risk

 

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The credit risk of the Company is associated with cash, trade and other receivables, and reclamation deposits. The credit risk with respect to its cash and reclamation deposits is minimal as they are held with high-credit quality financial institutions. The Company’s Goods and Services Tax recoverable is due from the Canadian Government. Management does not expect these counterparties to fail to meet their obligations. The Company does not anticipate any default of its trade receivables, as it transacts with creditworthy customers and management does not expect any losses from non-performance by these customers.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not meet its obligations associated with its financial liabilities as they fall due. The Company performs cash flow forecasting to ensure sufficient cash is available to fund its projects and operations. As at September 30, 2021, the Company had current assets of $84,941 and current liabilities of $550,070. The Company’s financial liabilities include accrued expenses and trade and other payables which have contractual maturities of 30 days or are due on demand and debenture loan due within the next 12 months.

 

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At present, the Company’s operations do not generate positive cash flows. The Company’s primary source of funding has been the issuance of equity securities through private placements and revenue from oil and gas production. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings.

 

Foreign exchange rate risk

 

Foreign currency exchange risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s administrative expenditures are transacted in Canadian dollars. The Company funds its oil and gas operations in the United States by using U.S. Dollars converted from its Canadian bank accounts. At September 30, 2021, the Company had financial assets of $4,578 and financial liabilities of $78,500 denominated in Canadian dollars. A 10% strengthening of the U.S. Dollar would affect net loss by approximately $10,000. The Company does not hedge its foreign exchange risk.

 

Interest rate risk

 

The Company is exposed to interest rate risk arising from cash held in Canadian financial institutions. The interest rate risk on cash is not considered significant due to its short-term nature and maturity. The exposure to interest rates for the Company is considered minimal. The Company has not used any financial instrument to hedge potential fluctuations in interest rates.

 

Commodity price risk

 

Commodity price risk is the risk that future cash flows will fluctuate as a result of changes in the price of oil and natural gas. Commodity prices are impacted by world economic events that affect supply and demand, which are generally beyond the Company’s control. Changes in crude oil prices may significantly affect the Company’s results of operations, cash generated from operating activities, capital spending and the Company’s ability to meet its obligations. The Company manages this risk by constantly monitoring commodity prices and factoring them into operational decisions, such as contracting or expanding its capital expenditures program.

 

Outstanding Share Data

 

The Company had the following Common Shares, stock options and warrants outstanding as of November 8, 2022.

 

Issued and Outstanding Common Shares   1,932,600 
Stock options   92,917 
Warrants   1,097,097 
      
Outstanding shares on a fully diluted basis   3,122,614 

 

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BUSINESS

 

Overview

 

We are an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties on private, state and federal land in the United States, primarily in the Permian Basin region of West Texas and Southeast New Mexico which includes the Midland – Central Basin and Delaware Basin. We focus on acquiring producing assets at a discount to market, increasing production and cash-flow through recompletion and re-entries, secondary recovery and lower risk infill drilling and development. Currently, we own and operate various oil and gas properties as well as royalty interests in 73 wells and five permitted wells across 3,800 acres within the Permian Basin. Overall, we own and operate more than 78 oil and gas wells, have more than 11,700 net acres of production oil and gas assets, 62 shut-in opportunities, 17 salt water disposal wells and two water supply wells allowing for waterflood secondary recovery.

 

Business Strategy

 

Oil and Gas Properties

 

The Company hired MKM Engineering, who prepared for the Company the Appraisal Reports. MKM Engineering is independent with respect to Permex Petroleum Corporation as provided in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. MKM Engineering’s estimates of the Company’s proved and probable reserves in each of the Appraisal Reports were prepared according to generally accepted petroleum engineering and evaluation principles, and each of the Appraisal Reports conform to SEC Pricing. The Appraisal Reports are each filed as an exhibit to the registration statement for which this prospectus is a part of.

 

The Appraisal Reports were each specifically prepared by Michele Mudrone, an employee of MKM Engineering, a registered Professional Engineer in the State of Texas, and a member of the Society of Petroleum Engineers. Ms. Mudrone graduated from the Colorado School of Mines with a Bachelor of Science degree in Petroleum Engineering in 1976 and has been employed in the petroleum industry and directly involved in reservoir engineering, petrophysical analysis, reservoir simulation and property evaluation since that time. Ms. Mudrone certified in each Appraisal Report that she did not receive, nor expects to receive, any direct or indirect interest in the holdings discussed in the report or in the securities of the Company. Because the Company’s current size, the Company does not have any technical person at the Company responsible for overseeing the preparation of the reserve estimates presented herein (or have any internal control policies pertaining to estimates of oil and gas reserves), and consequently, the Company relies exclusively on the Appraisal Reports in the preparation of the reserve estimates present in this prospectus.

 

Since all of the Company’s reserves are from conventional reservoirs, MKM Engineering assumed for the purposes of its appraisal reports that the technology to be used to develop the Company’s reserves would include horizontally drilled wells, fracturing, and acidizing.

 

The following tables show a summary of our reserves as of September 30, 2021 and September 30, 2020 which have been derived from the Appraisal Reports and conform to SEC Pricing.

 

Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   6,199.4    399.3    188.1    5,612.0 
Natural Gas  Mcf   3,018.3    314.4    97.5    2,606.4 
Revenue                       
Oil/Condensate  M$   347,051.0    21,920.1    10,468.6    314,662.3 
Natural Gas  M$   8,906.8    949.0    286.9    7,670.9 
Severance and Ad Valorem Taxes  M$   26,171.1    1,927.3    774.5    23,469.3 
Operating Expenses  M$   43,511.4    8,048.8    3,057.0    32,405.6 
Investments  M$   71,700.0    791.9    689.6    70,218.5 
Operating Income (BFIT)  M$   214,575.4    12,101.2    6,234.4    196,239.8 
Discounted @ 10%  M$   100,772.6    6,356.0    3,644.6    90,772.0 

 

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Composite Proved Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Proved 

Proved

Developed

Producing

  

Proved

Non-Producing

  

Proved

Undeveloped

 
Net Reserves                       
Oil/Condensate  MBbl   3,706.4    254.9    294.5    3,157.0 
Gas  Mcf   740.3    64.9    17.6    657.8 
Revenue                       
Oil/Condensate  M$   149,380.6    10,201.3    12,077.9    127,101.4 
Gas  M$   1,313.0    58.7    32.6    1,221.7 
Severance and Ad Valorem Taxes  M$   11,404.2    903.6    863.4    9,637.2 
Operating Expenses  M$   38,863.8    5,590.5    2,818.4    30,454.9 
Investments  M$   26,262.9    630.1    807.0    24,825.8 
Operating Income (BFIT)  M$   74,162.6    3,135.8    7,621.7    63,405.1 
Discounted @ 10%  M$   29,113.0    1,806.4    4,057.6    23,249.0 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2021

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   7,466.5    119.8    7,346.7 
Natural Gas  Mcf   10,252.1    6.3    10,245.8 
Revenue                  
Oil/Condensate  M$   411,745.8    6,686.4    405,059.4 
Natural Gas  M$   30,171.8    18.4    30,153.4 
Severance and Ad Valorem Taxes  M$   23,511.2    478.1    23,033.1 
Operating Expenses  M$   50,336.3    1,061.2    49,275.1 
Investments  M$   102,884.9        102,884.9 
Operating Income (BFIT)  M$   265,185.3    5,165.5    260,019.8 
Discounted @ 10%  M$   123,329.8    1,957.5    121,372.3 

 

Composite Probable Reserve Estimates and Economic Forecasts for the year ended September 30, 2020

 

   Probable 

Probable

Non-Producing

  

Probable

Undeveloped

 
Net Reserves                  
Oil/Condensate  MBbl   439.4    121.9    317.5 
Natural Gas