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CORRESP
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    Sheppard,
                                            Mullin, Richter & Hampton LLP

    1901
    Avenue of the Stars, Suite 1600

    Los
    Angeles, California 90067-6055

    310.228.3700
    main

    310.228.3701
    fax

    www.sheppardmullin.com

February
25, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:
    Cheryl
    Brown

    Kevin
    Dougherty

    Re:
    Permex
    Petroleum Corp.

    Registration
    Statement on Form S-1

    Filed
    January 29, 2025

    File
    No. 333-284586

Dear
Ladies and Gentlemen:

On
behalf of Permex Petroleum Corp., a corporation formed under the laws of British Columbia, Canada (the “Company”),
we are writing to respond to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the letter dated February 19. 2025 (the “Comment Letter”) regarding
the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed on January 29, 2025.

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. In addition, the Company is currently with this letter filing with the Commission, Amendment No.
1 to the Registration Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the
meanings ascribed to such terms in Amendment.

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 nonaffiliates. 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.

Response:

In
an effort to assist registrants in determining whether an offering by selling shareholders may be characterized as a secondary offering
that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance
and Disclosure Interpretations (“C&DI 612,09”). C&DI 612.09 provides that “[t]he question of whether
an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives
proceeds” and that consideration be given to the following factors:

● how
                                            long the selling shareholders have held the shares;

● the
                                            circumstances under which the selling shareholders have received the shares;

● the
                                            relationship of the selling shareholders to the issuer;

● the
                                            number of shares being sold;

● whether
                                            the selling shareholders are in the business of underwriting securities; and

● whether
                                            under all the circumstances it appears that the seller is acting as a conduit for the issuer.

    -1-

For
the reasons set forth below, the Company respectfully submits that the registration and offering from time to time (the “Offering”)
of up to 4,699,394 shares (the “Shares”) of the Company’s common shares (“Shares”) upon conversion
of the Company’s 10% senior secured convertible debentures (“Debentures’) and exercise of the Company’s
purchase warrants (“Warrants”) held by Messrs. Lindemuth and Eberwein (the “Investors”) in the
Registration Statement is not, and should not be considered, a primary offering of the Shares to the public. We respectfully submit that
the Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act.

How
Long Messrs. Lindemeuth and Eberwein Have Held the Shares

Presumably,
the longer shares are held, the less likely it is that the selling shareholders are acting as a mere conduit for the issuer. The Shares
being registered under the Registration Statement represent Common Shares issuable upon conversion of Debentures in the current outstanding
principal amount of $4,276,389 plus twelve (12) months of interest on the Debentures from the date of issuance at a fixed conversion
price of $1.91 and upon exercise of Warrants in a private placement transaction pursuant to a securities purchase agreement, dated as
of November 1, 2024 at an exercise price of $1.91 per share, to certain accredited investors on November 1, 2024 (the “Private
Placement”). Here, the Investors have now held Debentures and Warrants (and the underlying Shares) for almost 4 months as of
the date of this letter. The length of time during which the Investors have held the Debentures and Warrants (and underlying Shares)
prior to an effective Registration Statement demonstrates that the Investors are not underwriters who purchased the securities with an
intent to distribute them.

Additionally,
although the Investors have bargained for registration rights pursuant to a registration rights agreement (“Registration Rights
Agreement”) as part of the Private Placement, in and of themselves, does not evidence an intent on the part of the Investors
to sell Shares. The fact that the Registration Rights Agreement permits a generous 120-day window before the filing of the Registration
Statement (as opposed to a more typical 30-day period)

The
Circumstances Under Which the Investors Received the Shares

The
proposed registration is not of the type about which the Staff has normally raised concerns under Rule 415, such as abusive PIPE transactions.
The subject transaction can be distinguished from abusive PIPE transactions for a number of reasons.

    -2-

In
addition, the Debentures and Warrants issued in the Private Placement lacks any “toxic” features such as price a variable
conversion conversion/exercise price, re-set, or other similar toxic provisions that have been identified by the Staff as causing concern
in PIPE transactions. The Investors continue to bear the full risk of ownership in the Company through their investment in the Debentures
and Warrants. Therefore, the issuance of the shares by the Company to the Investors cannot be realistically characterized as the Company
indirectly selling shares into the market to raise capital.

Additionally,
as described above, the act of registration does not by itself equate with an intent to distribute. The Registration Rights Agreement
provides for a generous amount of time for the filing and at least 4 months will have passed following the Private Placement before the
Registration Statement would become effective.

The
issuance of the shares to the Investors was a bona fide private offering pursuant to an exemption from registration under Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D. Each Investor also made extensive representations regarding its intent, including
representations that it did not intend to effect a distribution of the securities.

In
addition, the Shares are only traded only over-the-counter on the OTC Pink Sheets in the United States and on the Canadian Securities
Exchange in Canada. Due to the Company’s prior delinquency in filing the Company’s periodic reports, the Form 211 originally
filed with, and cleared by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 15c2-11 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) covering the Shares was revoked by FINRA. Consequently, until a new
Form 211 is filed with, and cleared by FINRA, the Shares will not be eligible for proprietary broker-dealer quotations on the OTC Pink
Sheets and all quotes in Shares on the OTC Pink Sheets will only reflect unsolicited customer orders. Since unsolicited-only stocks have
a higher risk of wider spreads, increased volatility, and price dislocations., the Investors will have difficulty selling the Shares
in the United States until a new Form 211 is filed with and cleared by FINRA under Rule 15c2-11 of the Exchange Act. Further, given the
Investors are located in the United States, they will have difficulties reselling the Shares on the Canadian Securities Exchange, as
only a limited number of Canadian broker dealers work with clients in the United States and there is only very limited trading volume
of the Shares on the Canadian Securities Exchange. According to the Canadian Securities Exchange website, the average daily trading volume
over the 7-trading days preceding submission of this letter was approximately 347 shares. If the each of Mr. Lindemuth and Mr. Eberwein
attempted to liquidate their position in the Shares held by them in the open market on the Canadian Securities Exchange it would take
approximately 9,068 days and 2,347 days, respectively, for each of them them to do so at that volume, assuming no other person sold a
single share of stock during that entire period. Assuming no holidays, that would require a period of almost 25 years for Mr. Lindemuth
and 6.5 years for Mr. Eberwein. No rational investor would purchase a block of shares with the intent of effecting a distribution given
this trading volume. The thin float in the Common Shares would render any attempt to distribute the shares impossible — the market
for the Common Shares simply could not absorb that much stock. In this situation, the concept that the Investors have “freely tradable”
shares is far more theoretical than real. For all practical purposes, the Investors are locked into their investment absent a strategic
acquisition or other M&A or capital markets event, regardless of whether their Shares are registered.

The
foregoing reality is even clearer based on the fact that it is a condition to the Company’s pending public offering that the Investors
will be required to execute a lock-up agreement with the underwriters for such offering where they will agree to a 180-day lock up following
consummation of such offering. The Company respectfully submits that the foregoing strongly suggests a lack of distributive intent.

    -3-

Furthermore,
there is no evidence that a distribution would occur if the Registration Statement is declared effective. We note that under Rule 100(b)
of Regulation M, a “distribution” is defined to require special selling efforts:

“an
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” (emphasis
added)

Accordingly,
the mere size of a potential offering does not make a proposed sale a “distribution” under Regulation M. Special selling
efforts and selling methods must be employed before an offering can constitute a distribution. Here there is no evidence that any special
selling efforts or selling methods have or would take place if all of the shares covered by the Registration Statement were registered.
Nor is there any evidence that any of the selling stockholders have conducted any road shows or taken any other actions to condition
or “prime” the market for their shares.

The
Relationship of the Investors to the Company

The
Company does not have an underwriting relationship with Investors. As discussed above, the Investors acquired the Debentures and the
Warrants (pursuant to which the Shares are issuable upon conversion and/or exercise thereof) in a private placement and represented to
the Company that it was acquiring the Debentures, the Warrants and the Shares for its own account and not with a view towards distribution,
and that it did not have any agreement or understanding, directly or indirectly, with any person to distribute the Shares.

The
Investors had no prior relationship with the Company prior to the Private Placement.. The Investors do not have any special contractual
rights as a stockholder of the Company other than under the Registration Rights Agreement.

The
current Registration Statement has been filed by the Company as a result of Registration Rights Agreement in connection with the Private
Placement. The registration rights granted to Investors under the Registration Rights Agreement are traditional registration rights and
are not indicative of any present intention of the Investors to sell or distribute the Shares, much less sell or distribute the Shares
on behalf of the Company. From the point of view of the Company, filing the Registration Statement entails incremental legal, accounting
and printing costs and filing fees with no offsetting monetary benefits to the Company. Absent the Investors contractual registration
rights, the Company would not be filing the Registration Statement, and the Company will not receive any proceeds from any subsequent
sale of the Shares (although it may receive proceeds in the event that the Warrants are exercised for cash). The Investors negotiated
the customary registration rights set forth in the Registration Rights Agreement for a variety of business reasons, and, in any case,
the registration rights were not granted by the Company for the purpose of conducting an indirect primary offering.

Moreover,
the Staff has noted in its Securities Act Compliance and Disclosure Interpretation 116.15 (“C&DI 116.15”) that
“affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates
may make offerings that are deemed to be genuine secondaries.” As such, the Company believes that the Offering is indeed a genuine
secondary offering.

    -4-

The
Number of Shares Being Registered

The
Company acknowledges the large amount of shares of common stock involved; however, the Company does not believe that the amount of shares
being registered alone warrants re-characterizing a valid secondary offering as a primary offering. Pursuant to C&DI 612.09, the
amount of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances, a
purported secondary offering is instead an indirect primary offering. Furthermore, the Staff’s own interpretations support the
Company’s position. For example, Securities Act Compliance and Disclosure Interpretation 612.12 (“C&DI 612.12”)
describes a scenario in which a holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation
states, in relevant part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity
offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is
not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

Additionally,
Securities Act Compliance and Disclosure Interpretation 216.14 (“C&DI 216.14”), regarding the use of Form S-3
to effect a secondary offering, also provides:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50% of
the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter by or on behalf
of the issuer.”

The
Company believes that these interpretive provisions make clear that a holder of in excess of 50% of the public float of a company’s
common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership, indicate that
the selling stockholder is acting as a conduit of the issuer.

Mo