Amended Small Company Offering and Sale of Securities Without Registration (d/a)
03 Août 2021 - 9:09PM
Edgar (US Regulatory)
o
NoneEntity Type | 0001561180 | MCW Energy Group Ltd MCW Enterprises Ltd. |
x
Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
PETROTEQ ENERGY INC. |
| Jurisdiction of Incorporation/Organization |
| ONTARIO, CANADA |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| PETROTEQ ENERGY INC. | |
| Street Address 1 | Street Address 2 |
| 15315 W MAGNOLIA BLVD, SUITE 120 | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| SHERMAN OAKS | CALIFORNIA | 91403 | 800-979-1897 |
| Last Name | First Name | Middle Name |
| Blyumkin | Alex | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Interim CEO, Chairman |
| Last Name | First Name | Middle Name |
| Korb | Mark | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | CFO |
| Last Name | First Name | Middle Name |
| Podlipskiy | Vladimir | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | CTO |
| Last Name | First Name | Middle Name |
| Bailey | Raymond | Gerald |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Dennewald | Robert | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Fuller | James | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Stapleton | George | |
| Street Address 1 | Street Address 2 |
| 15315 W. Magnolia Blvd., Suite 120 | |
| City | State/Province/Country | ZIP/Postal Code |
| Sherman Oaks | CALIFORNIA | 91403 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Operating Officer |
|
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| Agriculture | | Health Care |
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| Retailing |
| | Banking & Financial Services | |
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| Biotechnology |
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| Restaurants |
| |
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| Commercial Banking | |
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| Health Insurance | | Technology |
| |
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| Insurance | |
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| Hospitals & Physicians | |
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| Computers |
| |
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| Investing | |
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| Pharmaceuticals | |
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| Telecommunications |
| |
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| Investment Banking | |
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| Other Health Care | |
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| Other Technology |
| |
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| Pooled Investment Fund
| | | | | Travel |
| |
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| Other Banking & Financial Services |
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| Manufacturing | |
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| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
| |
o
| Commercial | |
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| Tourism & Travel Services |
| |
o
| Construction | |
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| Other Travel |
| |
o
| REITS & Finance |
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| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
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| Business Services | |
| | Energy | |
| |
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| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
x
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
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| No Revenues |
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| No Aggregate Net Asset Value |
|
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| $1 - $1,000,000 |
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| $1 - $5,000,000 |
|
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| $1,000,001 - $5,000,000 |
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| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
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| $25,000,001 - $50,000,000 |
|
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| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
o
| New Notice | Date of First Sale | 2021-07-21 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
x
| Yes |
o
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
o
| Equity |
|
o
| Tenant-in-Common Securities |
x
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | "Secured Convertible Debenture" bearing interest at 10% per annum, convertible at $0.12/share on or before July 21, 2025, subject to acceleration if the common shares trade at more than C$0.29/share for 20 consecutive days. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| Cantone Research Inc. | 26314 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 36 Corbett Way | |
| City | State/Province/Country | ZIP/Postal Code |
| Eatontown | NEW JERSEY | 07724 |
| State(s) of Solicitation |
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| All States |
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| Foreign/Non-US |
FLORIDA
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 5000000 USD |
o
Indefinite |
| Total Amount Sold | $ 2500000 USD | |
| Total Remaining to be Sold | $ 2500000 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| Total Offering Amount represents purchase price of Secured Convertible Debenture in principal amount of $3M, net of the original issue discount, and the aggregate exercise price of 20,833,333 warrants, each exercisable at $0.12/share until July 21, 2025. |
|
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| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 1 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 200000 USD |
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| Estimate |
| Finders' Fees | $ 0 USD |
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| Estimate |
| |
| Clarification of Response (if Necessary) |
| plus non-transferable warrants exercisable into 5,208,333 common shares at $0.12/share on or before July 21, 2025. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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