Permex Petroleum Corp美股招股说明书(2025-03-11版)

Permex Petroleum Corporation Up to 4,699,394 Common Shares Upon Conversion of Debentures and Exercise of Purchase Warrants This prospectus relates to the resale by certain selling shareholders of Permex Petroleum Corporation,a corporation organized under the laws ofBritish Columbia, Canada(the “Company”), identified in this prospectus of up to 4,699,394 common shares (the “Resale Shares”) of theCompany, no par value, consisting of (i) up to 2,462,843 Resale Shares issuable upon the conversion of 10% senior secured convertibledebentures (the “Debentures”) in the current outstanding principal amount of $4,276,389 plus twelve (12) months of interest on the Debenturesfrom the date of issuance at a fixed conversion price of $1.91 (the “Conversion Shares”) issued by the Company to certain accredited investorson November 1, 2024 in a private placement transaction pursuant to a securities purchase agreement, dated as of November 1, 2024 (the“Purchase Agreement”) and (ii) up to 2,236,551 Resale Shares issuable upon the exercise of certain purchase warrants (the “Warrants”), topurchase up to 2,236,551 Common Shares (the “Warrant Shares”), at an exercise price of $1.91 per share, issued by us to certain accreditedinvestors on November 1, 2024 in a private placement transaction pursuant to the Purchase Agreement. The holders of the Warrants and theunderlying Warrant Shares and the Debenture and the underlying Conversion Shares are each referred to herein as a “Selling Shareholder” andcollectively as the “Selling Shareholders.” All of the Resale Shares were purchased from the Company in a private placement transaction. The Resale Shares may be sold by the Selling Shareholders to or through underwriters or dealers, directly to purchasers or through agentsdesignated from time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan ofDistribution” in this prospectus. The prices at which the selling shareholders may sell the Resale Shares will be determined by the prevailing market price for the Company’scommon shares or in privately negotiated transactions. The Company will not receive any proceeds from the sale of the Resale Shares by theselling shareholders; provided, however, the Company will receive $1.91 per share upon the cash exercise of the Warrants for aggregate grossproceeds of approximately $4.3 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it ispossible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. The Resale Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning onpage 35. The Company will bear all costs relating to the registration of the Resale Shares, other than any selling shareholder’s legal or accounting costsor commissions. The Company’s common shares, no par value per share (“Common Shares”) are presently listed on the Canadian Securities Exchange (“CSE”)and the Frankfurt Stock Exchange under the symbols “OIL” and “75P”, respectively. The closing price of the Company’s Common Shares onMarch 10, 2025, as reported by the Canadian Securities Exchange was CAD$3.38 per Common Share. The CAD$ price per Common Share onMarch 10, 2025, is equivalent to a price of approximately $2.35 per Common Share, after giving effect to the Canadian dollar/U.S. dollarexchange rate of CAD$1.00 to $0.6951686 which was the noon buying rate of the Federal Reserve Bank of New York on February 21, 2025. There is currently a limited U.S. public market for our Common Shares, the stock price of our Common Shares may be volatile or may declineregardless of our operating performance and you may not be able to resell your Common Shares at or above the price you acquired suchCommon Shares. Due to our prior delinquency in filing our periodic reports, the Form 211 originally filed with, and cleared by, the FinancialIndustry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Exchange Act covering our Common Shares was revoked byFINRA. Consequently, until a new Form 211 is filed with, and cleared by FINRA, our Common Shares will not be eligible for proprietarybroker-dealer quotations on the OTC Pink Sheets and all quotes in our Common Shares on the OTC Pink Sheets will only reflect unsolicitedcustomer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. You may havedifficulty selling your Common Shares in the United States and you may not be able to sell your Common Shares quickly or at the market priceyou feel our Common Shares are worth until a new Form 211 is filed with and cleared by FINRA under Rule 15c2-11 of the Exchange Act. See“Risk Factors.” Investing in the Company’s Common Shares involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 14 of thisprospectus and elsewhere