Permex Petroleum Announces Partial Revocation Order Approval, Closing Additional

Vancouver, British Columbia–(Newsfile Corp. – June 18, 2024) –  Permex Petroleum Corporation (CSE: OIL) (OTCQB: OILCF) (FSE: 75P) (“Permex” or the “Company“) announces that it has closed a second tranche (the “Second Tranche“) of its previously announced non-brokered private placement (the “Private Placement“), whereby the Company issued 865 convertible debenture units of the Company (the “Units“) to one subscriber for gross proceeds of US$865,000. Further to the Company’s news releases dated April 15, 2024 and May 29, 2024, the Company has raised total gross proceeds of US$1,365,000 through the sale of 1,365 Units in the Private Placement.

The Second Tranche

Each Unit issued in the Private Placement consists of one convertible debenture (a “Debenture“) in the principal amount of US$1,000 and 294 common share purchase warrants (each, a “Warrant“). Each Warrant is exercisable for a period of five years from the date of issuance for one common share of the Company (a “Share“) at an exercise price of US$4.08.

The Second Tranche was conducted pursuant to a partial revocation order (the “Partial Revocation Order“) issued by the British Columbia Securities Commission (the “BCSC“) on June 5, 2024. The Partial Revocation Order partially revoked the failure-to-file cease trade order that was issued by the BCSC against the Company on April 16, 2024 (the “FFCTO“) for failing to file certain outstanding continuous disclosure documents in a timely manner. The FFCTO continues to apply in all other respects.

The Company intends to use the proceeds of the Second Tranche to prepare and file all outstanding financial statements and continuous disclosure records, pay all outstanding related fees and penalties, pay outstanding amounts owing pursuant to summary judgments and to continue operations until it can apply for and receive a full revocation of the FFCTO. If and when the Company has filed all such outstanding financial statements and continuous disclosure records, the Company intends to apply for a full revocation of the FFCTO and request that trading of its Shares on the Canadian Securities Exchange (the “Exchange“) be reinstated.

All of the Company’s securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO until such order is fully revoked. The granting of the Partial Revocation Order by the BCSC does not guarantee the issuance of a full revocation order in the future.

The Debentures will mature (the “Maturity Date“) on the earlier of: (i) one-year from the date of issuance or (ii) three-months from the date of issuance if the Company does not enter into a securities exchange, unit purchase or merger agreement with a third party to the reasonable satisfaction of a majority of the holders of Debentures. The Debentures will bear simple interest at a rate of 10%, payable on the Maturity Date or the date on which all or any portion of the Debenture is repaid. Interest will be paid in cash or Shares based on a conversion price of US$3.40 (the “Conversion Price“), subject to the approval of the Exchange. At any time prior to the Maturity Date, a holder of Debentures may elect to convert the outstanding principal and any accrued and unpaid interest thereon into Shares at the Conversion Price. The Debentures will automatically convert into Shares at the Conversion Price in the event the Company completes a financing of Shares for aggregate gross proceeds of at least US$7,500,000.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

Early Warning Disclosure

Pursuant to the Second Tranche, Kent Lindemuth acquired 865 Units for aggregate consideration of US$865,000. Prior to the acquisition, Mr. Lindemuth did not own any securities of the Company. Immediately following the acquisition, Mr. Lindemuth now owns US$865,000 principal amount of Debentures and 254,310 Warrants, representing 47.98% of the issued and outstanding Shares on a partially-diluted basis assuming the exercise of Mr. Lindemuth’s Debentures and Warrants into Shares.

The Units were acquired by Mr. Lindemuth for investment purposes. Mr. Lindemuth may acquire additional securities of the Company, including on the open market or through private acquisitions, or sell…