United States securities and exchange commission logo
August 21, 2023
Mehran Ehsan
Chief Executive Officer
Permex Petroleum Corp
2911 Turtle Creek Blvd., Suite 925
Dallas, TX 75219
Re: Permex Petroleum
Corp
Registration
Statement on Form S-1
Filed August 1,
2023
File No. 333-273551
Dear Mehran Ehsan:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
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.
Mehran Ehsan
FirstName LastNameMehran Ehsan
Permex Petroleum Corp
Comapany
August 21, NamePermex
2023 Petroleum Corp
August
Page 2 21, 2023 Page 2
FirstName LastName
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 S-
K.
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.
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.
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 Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Nazia J. Khan