Petroteq Enters into Debt Conversion Agreements and Amends Debentures - Seite 2

The convertible promissory note issued on July 2, 2021 that had an original principal amount of US$114,125 (including a ‎‎10% original issue discount) with a purchase price of US$103,750, has been amended to (i) clarify that only the purchase price (US$103,750) shall be convertible, (ii) fix the conversion price at US$0.146 (the market price on July 2, 2021), and (iii) ‎restrict the payments of interest, fees or other amounts under or in ‎relation to the note at a maximum of 24% per annum.

To the extent that the amendments of the convertible promissory notes may be deemed for the purposes of the U.S. Securities Act to involve the offer and sale of replacement securities to the respective noteholders in exchange for the existing convertible promissory notes, the Company will be relying on the registration exemption provided by section 3(a)(9) of the U.S. Securities Act. The convertible promissory notes, as amended, will continue to be restricted securities. The underlying common shares issuable upon conversion of the promissory notes have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States, or to or for the account or benefit of any U.S. person or any person in the United States absent an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

The Company continues to work with the Exchange on a reinstatement of trading and will update the market as things progress. The Company continues to operate normally and is working diligently to answers questions from the Exchange.

About Petroteq Energy Inc.

Petroteq is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. The versatile technology can be applied to both water-wet deposits and oil-wet deposits - outputting high-quality oil and clean sand.

Petroteq believes that its technology can produce a relatively sweet heavy crude oil from deposits of oil sands at Asphalt Ridge without requiring the use of water, and therefore without generating wastewater which would otherwise require the use of other treatment or disposal facilities which could be harmful to the environment. Petroteq's process is intended to be a more environmentally friendly extraction technology that leaves clean residual sand that can be sold or returned to the environment, without the use of tailings ponds or further remediation.