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): ~~August~~September 313, 2025

Permex Petroleum Corporation

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-41558

98-1384682

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2950 North Loop West, Suite 500

Houston Texas

77092

(Address of principal executive offices)

(Zip Code)

(713) 730-7797-8981

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On1. ~~August~~ On 31September 3, 2025, Permex Petroleum Corporation entered into that certain intercreditor agreement (the “~~Company~~Intercreditor Agreement”) with ~~entered~~Jeffrey ~~into~~E. anEberwein, ~~option~~in ~~agreement~~his capacity as Collateral Agent (the “~~Option~~First ~~Agreement~~Collateral Agent”) for the ~~right~~holders toof ~~purchase~~the ~~producing~~10% ~~oil~~Senior Secured ~~and~~Convertible ~~natural~~Debentures ~~gas~~(the ~~well~~“2024 ~~from~~Debentures”) anissued ~~ownership~~in ~~group~~November 2024 (the “2024 Debentureholders”) under which ~~includes~~the ~~Navidad~~2024 ~~Petroleum~~Debentureholders made certain to loans the Company (“the 2024 Loans”) and ~~TMR~~Kent ~~Exploration~~Lindemuth in his capacity ~~Group~~as Collateral Agent (the Second Collateral Agent,” together with the First Collateral Agent, the “~~Group~~Collateral Agents”). for ~~The~~the ~~assets~~holders ~~subject~~of to the ~~option~~10% ~~include~~Senior ~~over~~Secured 50Convertible ~~producing~~Debentures ~~wells,~~(the ~~gathering~~“2025 ~~facilities~~Debentures) asissued ~~well~~in asJuly ~~over~~2025 (the “2025 Debentureholder”) ~~20,000~~under ~~net~~which ~~mineral~~the ~~acres~~2025 ofDebentureholder ~~undeveloped~~made ~~leasehold~~certain ~~interests~~loans to the Company (the “2025 Loans,” together with the 2024 Loans, the “Loans”).

~~Pursuant~~The purpose of the Intercreditor Agreement was to set for the ~~terms~~understanding ofand agreement between the ~~Option~~2024 ~~Agreement,~~Debentureholders inand ~~consideration~~the 2025 Debentureholders that the Liens granted to each of athe ~~$75,000~~Collateral ~~cash~~Agents ~~payment,~~under the ~~Company~~Loan ~~received~~Documents aand ~~6-month~~any ~~option~~claims (of the ~~“Option”)~~Collateral toAgents ~~acquire~~relating ~~all~~thereto ofshall be treated, as among the ~~Group’s~~Collateral ~~interest~~Agents, inas ~~certain~~having ~~producing~~equal ~~oil~~priority and ~~natural~~shall ~~gas~~at ~~assets~~all ~~for~~times ~~total~~be ~~consideration~~shared ofby the $3Collateral ~~million~~Agents ~~in a~~as ~~combination~~provided herein regardless of ~~cash~~any ~~and~~claim ~~stock,~~or defense (including aany ~~minimum~~claims ofunder ~~$1.75MM~~the infraudulent ~~cash.~~transfer, Ifpreference or ~~the~~similar ~~Group~~avoidance ~~terminates~~provisions ~~the~~of ~~Option~~applicable bankruptcy, ~~Permex~~insolvency ~~will~~or ~~receive~~other aapplicable ~~refund of~~laws affecting the ~~$75,000~~rights ~~option~~of ~~payment~~creditors asgenerally) to ~~well~~which asany Collateral Agent may be entitled or subject. The Intercreditor Agreement also sets forth certain understandings with respect to the ~~break-fee~~Liens ~~payment~~and ofthe ~~$50,000~~Collateral ~~from~~granted to the ~~Group~~Collateral Agents.

2. On September 3, 2025, the Company entered into that certain. Omnibus First Amendment and Waiver to 2024 Debentures (the “2024 First Amendment”) with the 2024 Debentureholders to amend such debentures to provide that the liens granted under the 2025 Debentures to the 2025 Debentureholders as a “Permitted Lien” thereunder. The 2024 Debentureholders also waived the Event of Default due to the breach by the Company arising under Section 6.1(1)(d) of each of the 2024 Debentures that occurred on July 11, 2025 from the failure of the Borrower to comply with Section 2.5 of such 2024 Debenture and Section 5(d) of the Security Agreement entered into in connection with such 2024 Debentures.

The foregoing descriptions of terms and conditions of the Intercreditor Agreement and the 2024 First Amendment do not purport to be complete and are qualified in their entirety by the full text of the form of the Intercreditor Agreement and the 2024 First Amendment which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01 Other Events.

On September 28, 2025, the Company issued a press release announcing its entry into anmemorandum ~~option~~of ~~agreement~~understanding ~~for~~with ~~the~~Chisos ~~right~~Ltd. to potentially ~~acquire~~fund ~~energy~~up ~~producing assets~~to $25 million to develop core Permian Basin Assets. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		~~Option~~Intercreditor Agreement dated September 3, 2025
99.1		Press Release dated September 2, 2025
10.2		Omnibus First Amendment and Waiver to 2024 Debentures dated September 3, 2025
99.1		Press Release dated September 8, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain personal information in this Exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

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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.

	Permex Petroleum Corporation
September 5, 2025	By:	/s/ Bradley Taillon
September 9, 2025	By:	/s/ Bradley Taillon
		Bradley Taillon
		Chief Executive Officer

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