Item 8.01 Other Events

Petrolia Canada Corporation ("Petrolia Canada"), a wholly owned subsidiary of Petrolia Energy Corporation ("Petrolia" or the "Company"), entered into the following two simultaneous transactions with Prospera Energy, Inc. ("Prospera"), each dated February 16, 2022: a Purchase and Sale Agreement ("PSA") and a Debt Settlement Agreement ("Debt Settlement").

Pursuant to the PSA and Debt Settlement between Prospera and Petrolia Canada, Prospera agreed to purchase, and Petrolia Canada agreed to sell and assign to it an undivided twenty-eight percent (28%) working interest in the Cuthbert, Luseland, and Hearts Hill assets in Saskatchewan and Alberta, Canada (collectively, the "Assets").

Under the PSA and Debt Settlement between Prospera and Petrolia Canada, the parties specifically agreed to the following: (i) forgiveness of the debt owed by Petrolia Canada to Prospera in the amount of ONE MILLION SEVEN HUNDRED TWENTY THOUSAND SIX HUNDRED THIRTEEN DOLLARS ($1,720.613.00), being the total of combined Original and Secondary Debt arising from joint interest billings; (ii) the issuance by Prospera of a FIVE HUNDRED TEN THOUSAND DOLLAR ($510,000.00) convertible debenture in it to Petrolia Canada, which Petrolia Canada can elect to convert to common share units; and (iii) a total cash amount of SEVENTY-FIVE THOUSAND CANADIAN DOLLARS ($75,000.00 CAD) to be made by Prospera to Petrolia Canada in five (5) equal installment payments.

The transactions entered into through the PSA and Debt Settlement agreements have resulted in the Company's divestment of all their working interest in the Assets. A copy of the PSA and Debt Settlement are being submitted as exhibits with this filing.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description

1.1*            Purchase and Sale Agreement by and between Petrolia Canada
              Corporation and Prospera Energy Inc.
1.2*            Debt Settlement Agreement, dated February 16, 2022 between
              Prospera Energy Inc. and Petrolia Canada Corporation
104           Inline XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith.

© Edgar Online, source Glimpses