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Correspondence 0001493152-23-030540 from Permex Petroleum Corp (OILCF) (CIK 0001922639) (OILCF)

Permex Petroleum Corp (OILCF) (CIK 0001922639)
Date: Aug. 29, 2023 · CIK: 0001922639 · Accession: 0001493152-23-030540

AI Filing Summary & Sentiment

File numbers found in text: 333-273551

Referenced dates: August 21, 2023

Date
Aug. 29, 2023
Author
Permex
Form
CORRESP
Company
Permex Petroleum Corp (OILCF) (CIK 0001922639)

Letter

VIA EDGAR United States Securities and Exchange Commission Attention: Permex Petroleum Corporation Registration Statement on Form S-1 Filed August 1, 2023 File No. 333-273551

Dear Ladies and Gentlemen:

This letter sets forth responses on behalf of Permex Petroleum Corporation, a British Columbia, Canada corporation (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated August 21, 2023 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.

Registration Statement on Form S-1 filed August 1, 2023

Security Ownership of Certain Beneficial Owners and Management, page 64

1. Provide your analysis as to why your beneficial ownership table does not reflect 1) the 85,083 common shares and 3,072,917 common shares issuable upon exercise of warrants held by Walleye Opportunities Master Fund Ltd and 2) the 121,803 common shares issuable upon exercise of warrants held by Ramnarain Jaigobind. Refer to Instruction 2 to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

RESPONSE: The selling shareholder table has been updated to reflect the correct number of securities owned by Walleye Opportunities Master Fund Ltd. (“Walleye”). Walleye has not been included in the beneficial ownership table as Walleye currently owns 71,383 common shares, representing 3.24% of the Company’s outstanding common shares and its warrants contain a blocker such that Walleye cannot exercise such warrants if such exercise would cause Walleye, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (or, at the election of the holder, 9.99%) of the Company’s then outstanding common shares following such exercise.

The beneficial ownership table does not reflect the 121,803 common shares issuable upon exercise of warrants held by Ramnarain Jaigobind as such warrants contain a blocker such that the holder cannot exercise such warrants if such exercise would cause such holder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (or, at the election of the holder, 9.99%) of the Company’s then outstanding common shares following such exercise as set forth in footnote 10 of the beneficial ownership table.

Selling Shareholders, page 66

2. It appears that certain of your selling shareholders will own one percent or more of your common shares after completion of the offering. As such, please include a column in your selling shareholder table reflecting such percentages. Refer to Item 507 of Regulation SK.

RESPONSE: The Company has revised the Registration Statement to include a column in the selling shareholder table to reflect percentages of ownership after the completion of the offering.

-1-

General

3. Your cover page indicates you are registering up to 302,449 common shares, including 295,282 common shares issuable upon exercise of outstanding warrants. Please clarify whether the remaining 7,167 common shares being registered are part of the 273,410 common shares issued on June 30, 2023 in connection with the Warrant Exercise Program described at page 37.

RESPONSE: The Company has revised the Registration Statement to indicate that the 7,167 common shares being registered are part of the 273,410 common shares issued in connection with the warrant exercise program described at page 37.

4. Please file your Form 10-Q for the period ended June 30, 2023 and update the Incorporation of Certain Information by Reference section accordingly. Refer to Instruction VII.B of Form S-1. In addition, revise to update the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and any other required financial disclosure accordingly.

RESPONSE: The Company filed its Quarterly Report 10-Q for the quarter ended June 30, 2023 on August 21, 2023 and updated the “Incorporation of Certain Information by Reference” section of the Registration Statement to include such quarterly report. In addition, the Company revised the Registration Statement, as necessary, to update it for June 30th information including, but not limited to, updating the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Registration Statement.

Sincerely,
Permex
Petroleum Corporation

Show Raw Text
CORRESP
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filename1.htm

PERMEX
PETROLEUM CORPORATION

2911
Turtle Creek Blvd., Suite 925

Dallas,
Texas 75219

August
29, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Liz
    Packebusch

    Daniel
    Morris

    Re:

    Permex
    Petroleum Corporation

    Registration
    Statement on Form S-1

    Filed
    August 1, 2023

    File
    No. 333-273551

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Permex Petroleum Corporation, a British Columbia, Canada corporation (the “Company”),
to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated August 21, 2023 (“Comment Letter”) regarding the Company’s Registration Statement on
Form S-1 (the “Registration Statement”).

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment.

Registration
Statement on Form S-1 filed August 1, 2023

Security
Ownership of Certain Beneficial Owners and Management, page 64

1.
Provide your analysis as to why your beneficial ownership table does not reflect 1) the 85,083 common shares and 3,072,917 common shares
issuable upon exercise of warrants held by Walleye Opportunities Master Fund Ltd and 2) the 121,803 common shares issuable upon exercise
of warrants held by Ramnarain Jaigobind. Refer to Instruction 2 to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

    RESPONSE:
    The
                                            selling shareholder table has been updated to reflect the correct number of securities owned
                                            by Walleye Opportunities Master Fund Ltd. (“Walleye”). Walleye has not been included
                                            in the beneficial ownership table as Walleye currently owns 71,383 common shares, representing
                                            3.24% of the Company’s outstanding common shares and its warrants contain a blocker
                                            such that Walleye cannot exercise such warrants if such exercise would cause Walleye, together
                                            with its affiliates and attribution parties, to beneficially own a number of common shares
                                            which would exceed 4.99% (or, at the election of the holder, 9.99%) of the Company’s
                                            then outstanding common shares following such exercise.

    The
    beneficial ownership table does not reflect the 121,803 common shares issuable upon exercise of warrants held by Ramnarain Jaigobind
    as such warrants contain a blocker such that the holder cannot exercise such warrants if such exercise would cause such holder, together
    with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (or, at the election
    of the holder, 9.99%) of the Company’s then outstanding common shares following such exercise as set forth in footnote 10 of
    the beneficial ownership table.

Selling
Shareholders, page 66

2.
It appears that certain of your selling shareholders will own one percent or more of your common shares after completion of the offering.
As such, please include a column in your selling shareholder table reflecting such percentages. Refer to Item 507 of Regulation SK.

    RESPONSE:
    The
    Company has revised the Registration Statement to include a column in the selling shareholder table to reflect percentages of ownership
    after the completion of the offering.

    -1-

General

3.
Your cover page indicates you are registering up to 302,449 common shares, including 295,282 common shares issuable upon exercise of
outstanding warrants. Please clarify whether the remaining 7,167 common shares being registered are part of the 273,410 common shares
issued on June 30, 2023 in connection with the Warrant Exercise Program described at page 37.

    RESPONSE:
    The
    Company has revised the Registration Statement to indicate that the 7,167 common shares being registered are part of the 273,410
    common shares issued in connection with the warrant exercise program described at page 37.

4.
Please file your Form 10-Q for the period ended June 30, 2023 and update the Incorporation of Certain Information by Reference section
accordingly. Refer to Instruction VII.B of Form S-1. In addition, revise to update the Management’s Discussion and Analysis of Financial
Condition and Results of Operations section and any other required financial disclosure accordingly.

    RESPONSE:
    The
    Company filed its Quarterly Report 10-Q for the quarter ended June 30, 2023 on August 21, 2023 and updated the “Incorporation
    of Certain Information by Reference” section of the Registration Statement to include such quarterly report. In addition, the
    Company revised the Registration Statement, as necessary, to update it for June 30th information including, but not limited
    to, updating the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section
    of the Registration Statement.

    Sincerely,

    Permex
    Petroleum Corporation

    /s/
    Mehran Ehsan

    By:
    Mehran
    Ehsan

    Title:
    Chief
    Executive Officer

    -2-