TRULEUM, INC.

TRULEUM, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On March 24, 2025 the company exchanged its 7.25% senior secured convertible notes (original principal $1,319,960, held via AEI Management and 20 Shekels) for new 8.5% senior secured notes totalling $1,461,305.20, covering principal and accrued interest. The new notes are convertible at the lesser of $5.00 per share or a 10% discount to a 5-day VWAP, and mature on the third anniversary. The lower floating conversion price could mean more dilution for shareholders than the fixed $5.00 (inference). The notes are named 'Note and Forbearance Agreements' in the exhibit list, but the filing text does not describe a default.

material agreement

The Ambassador Project purchase agreement signed September 6, 2023 was terminated because financing was unavailable, so the $6,500,000 acquisition will not happen. The filing also reports an October 16, 2023 reserve report (effective December 31, 2022) showing 68,460 barrels of oil and 448,800 mcf of gas as proved developed, no proved undeveloped, and larger probable reserves. It also says quitclaim deeds clarified ownership of about 400 more Logan acres covering 9 well bores owned and operated by the company.

material agreement termination

On September 6, 2023 the company (now named Truleum) agreed with NJW Oklahoma Acquisitions Company, a subsidiary of Nash Oil, Gas, and Power, to buy the Ambassador Project in Noble, Kay, Payne and Pawnee, Oklahoma: 66 well bores (34 producing), ten water injection wells and about 17,700 net acres. It owes $6,500,000 in cash plus about $100,000 for federal land bonds. Closing depends on the company obtaining financing, which is a new and much larger deal than the Logan purchase.

material agreement

On December 31, 2022 the company restructured the 7.25% notes held by 20 Shekels, Inc. (an affiliate of President Leaver; $906,754) and AEI Management (an affiliate of the majority shareholder; $413,206). The maturity moves to December 31, 2024, the collateral is narrowed to the 34-well-bore Logan 1 assets from Progressive, AEI Management becomes collateral agent, and the earlier investment agreements are terminated. Conversion stays at $5.00 per share. This continues the February 2022 note arrangement.

debt financing

The company disclosed that on February 25, 2022 it converted $906,750 owed to its President Jay Leaver and $413,206 owed to AEI Management into 7.25% Senior Secured Convertible Notes due February 24, 2024, convertible at $5.00 per share and secured by the Logan County assets bought from Progressive Well Service. It also reported closing the sale of 1,729,390 shares at $1.00 each on August 18, 2022 (plus 259,000 shares sold before 2022), which had previously been carried as a subscription liability. Insiders' debt is now secured on the Logan assets, and new shares have been issued.

capital raising announcement

On May 26, 2022 the company signed an agreement to buy a 75% working interest in 28 well bores (seven active) in the Mercury Project in Seminole County, Oklahoma, for $562,500 at closing plus 2% of net revenue. It could terminate until July 5, 2022 (or earlier if defects exceed 30% of the price), with closing expected by August 1, 2022. The filing shows a new Golden, Colorado address and is signed by Jay Leaver as President rather than John Lepin.

material agreement

On March 9, 2022 the company closed the Progressive Well Service purchase in Logan County, Oklahoma, and is entitled to production proceeds from January 1, 2022. The filing gives the count as 34 well bores in one place and 31 (five active) in another, and Progressive operates the properties for a one-month transition. The 3% net revenue payment on new wells, until Progressive receives $350,000, remains owed, and the company will file audited and pro forma financials within 71 days. This completes the deal signed in February 2022.

asset acquisition disposition

On February 17, 2022 the company signed the purchase agreement with Progressive Well Service that follows the 2020 Coral option, for leases of about 2,080 gross acres in Logan County, Oklahoma with 34 well bores, six active. It owes $490,000 more in cash after $110,000 already paid for the option and extensions, plus 3% of net revenue from new wells until Progressive has received $350,000. Closing was expected by February 28, 2022.

material agreement

On September 8, 2020 the company signed an option, running to February 8, 2021, on Kadence Petroleum's Logan 2 Project (about 6,900 acres in central Oklahoma, 34 formerly producing wells, none currently producing). It pays $10,000 a month for exclusivity, and a later purchase agreement would cost $350,000 plus 3% of net revenue from new wells until Kadence has received a further $800,000. The company says the project is outside the area affected by McGirt, and it is a second option deal alongside the Coral option.

material agreement

The company sued its former auditors Carlos Lopez, LBB & Associates and Vine Advisors in Harris County, Texas, for negligence, fraud, deceptive practices and conversion, saying it was never told of the SEC's investigation and suspension. It seeks damages and the return of its work papers. This follows the LBB termination reported in June 2020; the filing is made under the non-reliance item, but it does not state that any past financial statements are being restated.

financial restatement

On June 30, 2020 the company signed an option, running to December 31, 2020, to buy the Coral Project (about 1,100 acres, 28 wells in central Oklahoma) from Progressive Well Service. It issues 10,000 shares for exclusivity, pays $50,000 to exercise, and under a later purchase agreement would pay $600,000 plus 3% of net revenue from new wells until Progressive has received a further $350,000. The filing says the project lies outside the area affected by the McGirt decision.

material agreement

On June 25, 2020 the company agreed to buy ZQH's and Pure Oil & Gas's combined 87.5% working interest in the Rogers County, Oklahoma project for $1 million plus discharging a $60,000 note, with the price rising by $50,000 a month after July 31, 2020 (up to $1.2 million). If unpaid by December 1, 2020, the sellers can convert the balance to shares at $1.00 each, which could dilute shareholders. Premier, the operator and holder of the remaining interest, filed a mechanic's lien on July 6, 2020 and claims the company's share is 75%; the company says it will contest the lien. The filing also flags that the McGirt Supreme Court decision creates uncertainty over title to the lands, and this follows the 2019 Premier purchase agreement for the same project.

material agreement

On March 13, 2019 the company signed an agreement with Premier Gas Company to buy Oklahoma oil and gas assets for $1.6 million, including a $50,000 non-refundable deposit. The assets are about 3,429 acres in Rogers County with 126 developed wells, and the company plans to rework existing equipment first and drill shallow wells later. This is its first acquisition in the record; closing and financing are not described.

material agreement