Item 8.01 Other Events.

On January 6, 2021, Petroteq Energy Inc. (the "Company") issued a news release announcing an amendment to the agreement it announced on December 28, 2020 with an arm's length lender in respect of a debenture issued by the Company to the lender on July 19, 2019 that matured on October 19, 2020, and a debenture issued by the Company to the lender on September 17, 2019 that matured on December 17, 2020.

Under the amended agreement (i) the lender will only be converting the interest under the debentures into shares (581,026) at a deemed price of US$0.039 per share, (ii) the lender will not be converting the principal (US$490,000) under the debentures into shares, and instead has agreed to extend the maturity date of each debenture by 12 months with the conversion price of such debentures being increased from US$0.037 to US$0.0475, and (iii) the Company will issue the lender 1,000,000 warrants exercisable for up to 1,000,000 common shares of the Company at US$0.0475 per share with 500,000 expiring on October 19, 2021 and 500,000 expiring on December 17, 2021.

The transactions are subject to all necessary approvals, including from the TSX Venture Exchange. The foregoing securities will be issued in reliance on exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable state securities laws, and will be issued as "restricted securities" (as defined in Rule 144 under the U.S. Securities Act). In addition, the shares issuable pursuant to the shares for debt transaction and the warrants issuable pursuant to the debenture extensions will be subject to a Canadian four-month hold period.?

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit  Description
  99.1     News Release dated January 6, 2021.



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