SEC Comment Letter 0000000000-25-001928 to Permex Petroleum Corp (OILCF) (CIK 0001922639) (OILCF)
Permex Petroleum Corp (OILCF) (CIK 0001922639)
Date: Feb. 19, 2025 · CIK: 0001922639 · Accession: 0000000000-25-001928
AI Filing Summary & Sentiment
File numbers found in text: 333-284586
Letter
February 19, 2025 Bradley Taillon Chief Executive Officer Permex Petroleum Corporation 1700 Post Oak Boulevard, 2 Blvd Place Suite 600 Houston, TX 77056 Re:Permex Petroleum Corporation Registration Statement on Form S-1 Filed January 29, 2025 File No. 333-284586 Dear Bradley Taillon: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General 1.We note the amount of time Messrs. Lindemuth and Eberwein have held their shares and that Mr. Lindemuth appears to be a controlling shareholder, as well as the size of the offering relative to the number of common shares outstanding and held by non- affiliates. Please provide us with a detailed legal and factual analysis explaining your basis for determining that this secondary offering is eligible to be made under Rule 415(a)(1)(i) and why it should not be treated as an indirect primary offering. For guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation 612.09.
February 19, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Greg Carney
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February 19, 2025
Bradley Taillon
Chief Executive Officer
Permex Petroleum Corporation
1700 Post Oak Boulevard, 2 Blvd Place Suite 600
Houston, TX 77056
Re:Permex Petroleum Corporation
Registration Statement on Form S-1
Filed January 29, 2025
File No. 333-284586
Dear Bradley Taillon:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note the amount of time Messrs. Lindemuth and Eberwein have held their shares
and that Mr. Lindemuth appears to be a controlling shareholder, as well as the size of
the offering relative to the number of common shares outstanding and held by non-
affiliates. Please provide us with a detailed legal and factual analysis explaining your
basis for determining that this secondary offering is eligible to be made under Rule
415(a)(1)(i) and why it should not be treated as an indirect primary offering. For
guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation
612.09.
February 19, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Greg Carney