UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~June 1929, 2015

METHES ENERGIES INTERNATIONAL LTD

(Exact name of Registrant as specified in its charter)

Nevada		001-35652		71-1035154
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3651 Lindell Road, Suite D-272, Las Vegas, Nevada		89103
(Address Of Principal Executive Office)		(Zip Code)

Registrant's telephone number, including area code: (702) 932-9964

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~January~~June 1929, 2015, Methes Energies ~~Canada, Inc. (“Methes Canada”), a wholly-owned subsidiary of Methes Energies~~ International Ltd., a Nevada corporation (~~NASDAQ: MEIL) (~~the “Company”), entered into asecurities ~~Technology~~purchase ~~License~~agreements ~~Agreement~~(collectively ~~with~~the a“Securities ~~U.S.~~Purchase ~~based~~Agreement”) ~~entity~~with ~~(the~~select ~~“Licensee”)~~institutional ~~pursuant~~investors tofor ~~which~~a itregistered ~~has~~direct ~~granted~~placement and the ~~Licensee~~issuance aand ~~non-exclusive~~sale ~~license~~of up to ~~use~~an ~~the~~aggregate ~~Company’s~~of ~~design~~2,300,000 ~~and~~shares ~~software~~of ~~for~~its acommon 3stock,~~000~~ ~~liter~~par value $.001 per ~~hour~~share ~~biodiesel~~(“Common ~~processor~~Stock”) and warrants to ~~manufacture~~purchase ~~biodiesel~~up ~~processors~~to ~~for~~an ~~its~~additional ~~own~~1,781,292 ~~projects~~shares inof ~~the~~its ~~United~~Common ~~States~~Stock (the “Offering”). ~~Pursuant~~The toCommon ~~the~~Stock ~~agreement,~~and ~~the~~warrants ~~Company~~will isbe tosold ~~receive~~in anunits ~~initial~~(each ~~license~~a ~~fee~~“Unit”), with each Unit consisting of $4one ~~million~~share ~~and~~of ~~will~~Common beStock ~~entitled~~and a warrant to anpurchase ~~additional~~0.7745 ~~$100,000~~of ~~for~~one ~~each~~share of ~~the~~Common ~~first~~Stock 40at ~~biodiesel~~an ~~processors~~exercise ~~manufactured~~price byof ~~the Licensee~~$0. ~~Payment~~882 per share of ~~the~~Common ~~initial~~Stock $4(“Warrant”). ~~million~~Each ~~license~~Unit ~~fee~~will isbe ~~scheduled~~sold toat bea ~~received~~negotiated onprice orof ~~before~~$0.5435 ~~February~~per ~~20,~~Unit ~~2015~~for a total purchase price of $1,250,050.

The ~~foregoing~~net ~~description~~proceeds ofto the ~~agreement~~Company ~~does~~from ~~not~~the ~~purport~~Offering, toafter bededucting ~~complete~~fees and isestimated ~~qualified~~offering inexpenses, ~~its~~and ~~entirety~~excluding ~~by reference to~~ the ~~full~~proceeds, ~~text~~if ~~of Exhibit 10.1~~any, ~~filed~~from ~~with~~the ~~this~~exercise ~~Current Report on Form 8-K. A copy~~ of the ~~press~~Warrants, ~~release~~are ~~issued~~expected byto ~~the~~be ~~Company~~approximately ~~announcing~~$1.1 ~~its~~million. The ~~entry~~Offering ~~into~~is ~~the~~expected ~~agreement~~to isclose ~~attached~~on asor ~~Exhibit~~before ~~99.~~July 1, ~~hereto~~2015.

The Offering was made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-195271) previously filed with the Securities and Exchange Commission and declared effective on May 14, 2014, and a prospectus supplement thereunder, and pursuant to that certain Rule 462(b) Registration Statement (No. 333-205367) previously filed with the Securities and Exchange Commission on June 30, 2015. A copy of the opinion of Morse Zelnick Rose & Lander LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

The foregoing description of the Offering, the Warrant and the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the Warrant and the Securities Purchase Agreement, which is attached hereto as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.

Item 8.01. Other Events.

On June 30, 2015, the Company issued a press release announcing the Offering which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		Final Form of Technology License Agreement between Methes Canada and the Licensee, dated as of January 19, 2015.
4.1		Form of Common Stock Purchase Warrant
99.1		Press release, dated January 20, 2015, announcing the Technology License Agreement.
5.1		Opinion of Morse Zelnick Rose & Lander LLP (1)
10.1		Form of Securities Purchase Agreement, dated as of June 29, 2015, between Methes Energies International Ltd and each of the Purchasers (as defined therein)
99.1		Press release dated June 30, 2015

(1) Incorporated by reference to Exhibit 5.1 to the Rule 462(b) Registration Statement (No. 333-205367) filed by the Company on June 30, 2015.

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Methes Energies International Ltd.
Dated: January 23, 2015	By:	/s/ Michel G. Laporte
Dated: June 30, 2015	By:	/s/Michel G. Laporte,
		Michel G. Laporte,
		Chief Executive Officer

Filing Compare · METHES ENERGIES INTERNATIONAL LTD