Petrolia Energy Corp (Form: 8-K, Received: 10/05/2016 15:44:06)

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: October 5, 2016

Petrolia Energy Corporation

(Exact name of registrant as specified in its charter)

Texas	000-52690	86-1061005
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

710 N. Post Oak Rd., Ste. 512, Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 832-941-0011

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:

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

SUDS 90% Interest Acquisition

On the effective date of September 28 2016, Petrolia Energy Corporation (the “Company” or “Rockdale”) acquired a 90% net working interest in the Slick Unit Dutcher Sands field (“SUDS”) located in Creek County, Oklahoma (the “Working Interest”) based on two separate agreements, the Purchase and Sale Agreement and the Share Exchange Agreement, both between the Company and Jovian Petroleum Corporation and its subsidiaries, Jovian Resources, LLC. and SUDS Properties, LLC (together known as “Jovian”).

The SUDS field is located in Creek County, Oklahoma and consists of 2,600 acres. From a prior transaction Petrolia owned a 10% working interest in SUDS. At 100% working interest, based on the Company’s 12-31-2015 reserve report estimates, SUDS has approximately 1.51 million barrels of proven oil equivalent (MMBoe).

The foregoing descriptions of the Purchase and Sale Agreement and Notes do not purport to be complete and are qualified in their entirety by reference to the Purchase and Sale Agreement and Notes, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

Purchase and Sale Agreement (50%)

As described above under Item 2.01, the Company issued two notes for a combined value of $4,000,000 in exchange for a cumulative 50% working interest in SUDS.

One note is a Promissory Note for $1,000,000 bearing interest at 5% and due on December 31, 2016. If full payment is not made by December 31, 2016, the buyer will be entitled to extend the Note to March 31, 2017 by making a $10,000 payment in cash prior to maturity. The Promissory Note is secured by a 12.5% undivided working interest in the SUDS field. Although the note is due on December 31, 2016, in the event the Company closes and financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay on the Note

The second note is a Production Payment Note for $3,000,000 paid out of twenty percent (20%) of the 50% undivided interest of net revenues received by the Purchaser that are attributable to the SUDS field assets. The Purchaser shall make the production payments to seller no later than the end of each calendar month. The Production Payment Note is secured by a 37.5% undivided working interest in the SUDS field.

Item 3.02 Unregistered Sale of Equity Securities.

Share Exchange Agreement (40%)

As described above under Item 2.01, the Company issued 24,308,985 shares of its restricted common stock to Jovian to acquire an additional 40% working interest ownership of SUDS. The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799/share market price of Petrolia’s shares on September 28, 2016 (the effective date of the transaction).

We claim an exemption from registration for the above issuances and grants pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuances and grants did not involve a public offering, the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities; and/or (c) were officers and/or directors of the Company, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing sales or issuances and we paid no underwriting discounts or commissions. The securities were subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item 9.01 Financial Statements And Exhibits.

Exhibit No.	Description

10.1*	Purchase and Sale Agreement effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands
10.2*	Assignment and Transfer of Interest (50%) effective September 28, 2016 between Petrolia Energy Corporation and Jovian Petroleum Corporation
10.3*	Share Exchange Agreement effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 40% Net Working Interest in the Slick Unit Dutcher Sands
10.4*	Promissory Note ($1M) effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands
10.5*	Production Payment Note ($3M) effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands

* Filed herewith.

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.

Petrolia Energy Corporation

/s/ Paul Deputy
Paul Deputy
CFO

Date: October 5, 2016

EXHIBIT INDEX

Exhibit No.	Description

10.1*		Purchase and Sale Agreement effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands
10.2*		Assignment and Transfer of Interest (50%) effective September 28, 2016 between Petrolia Energy Corporation and Jovian Petroleum Corporation
10.3*		Share Exchange Agreement effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 40% Net Working Interest in the Slick Unit Dutcher Sands
10.4*		Promissory Note ($1M) effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands
10.5*		Production Payment Note ($3M) effective September 28, 2016, by and between Jovian Petroleum Corporation and Petrolia Energy Corporation, relating to the 50% Net Working Interest in the Slick Unit Dutcher Sands

* Filed herewith.

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the “Agreement”) is made and entered into effective as of September 28, 2016, (the “Effective Date”) by and between Jovian Resources, LLC, a Delaware Limited Liability Corporation (c/o Jovian Petroleum Corporation) whose mailing address is 7941 Katy Freeway, Suite 522, Houston, Texas 77024 (the “Seller”) and Petrolia Energy Corporation, a Texas corporation (formerly Rockdale Resources Corporation) whose mailing address is 710 N. Post Oak Rd., Suite 512, Houston, Texas 77024 (the “Purchaser”).

BACKGROUND

The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, an undivided fifty percent (50%) of eight-eights (8/8ths) leasehold working interest in the Slick Unit Dutcher Sand East Unit and the Slick Unit Dutcher Sand West Unit and all related leases and assets located in Creek County, Oklahoma, which are more specifically described in Exhibit A attached hereto and incorporate herein (collectively, herein called the “SUDS Field Assets”) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for value received, the parties hereto agree to the following terms and conditions:

1. Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, at the Closing (defined below), the Purchaser hereby agrees to purchase, acquire and accept from Seller, and Seller hereby agrees to sell, transfer, assign, convey and deliver to the Purchaser , all of the right, title and interest in and to the SUDS Field Assets, being not less than an undivided fifty percent (50%) leasehold working interest in the SUDS Field Assets.

Purchase Price . Subject to the conditions set forth in this Agreement, the total purchase price (“Purchase Price”) for the SUDS Field Assets to be paid by the Purchaser to the Seller for the SUDS Field Assets shall be the sum of $4,000,000.00, payable as follows: (i) the sum of $1,000,000.00 shall be paid at Closing by the delivery of a Promissory Note (“The Note”) bearing interest at 5% due and payable on December 31, 2016, and the remaining sum of $3,000,000.00 shall be paid in the form of Production Payments (“The Production Payment”), solely out of twenty percent (20%) (of the 50% undivided interest) of net revenues received by the Purchaser that are attributable to the SUDS Field Assets. The Purchaser shall make the production payments provided for herein to the Seller no later than the end of the calendar month in which the Purchaser receives production payment proceeds that are to be paid to the Seller pursuant to this Agreement. The beginning date for the first month of computing initial production payments will be October 1, 2016 (as opposed to the effective date of the agreement). The Production Payment is secured by a 37.5% undivided working interest in the SUDS field as described in Exhibit A which shall be evidenced by a recordable security interest acceptable to the Seller.

2. Closing . Subject to the conditions set forth in this Agreement, the closing (“Closing”) is September 28, 2016.

3. Additional Terms - At Closing, the S eller shall execute, acknowledge and deliver to the Purchaser a recordable assignment, acceptable in form and substance, to the Purchaser of the SUDS Field Assets (the “Assignment). Although the Note is due on December 31, 2016, in the event the Company closes any financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay on the Note. If full payment is not made by December 31, 2016, the buyer will be entitled to extend the Note to March 31, 2017

by making a $10,000 payment in cash prior to maturity. The Note is secured by a 12.5% undivided working interest in the SUDS field as described in Exhibit A which shall be evidenced by a recordable security interest acceptable to the Seller.

4. Allocation of Liabilities . Notwithstanding anything to the contrary elsewhere contained, following the Closing, the Purchaser shall be responsible for and shall assume only liabilities related to the SUDS Field Assets that arise solely as a result of events wholly occurring subsequent to the Effective Date. The Seller agrees to be responsible for and assume all liabilities whatsoever that are related to the SUDS Field Assets and that arise (in whole or in part) as a result of events occurring prior to the Effective Date.

5. Seller’s Covenants, Representations and Warranties . The Seller covenants, represents and warrants to Purchaser that:

(a) Disclosure . Seller has fully disclosed to the Purchaser in writing all of the Seller’s contracts, commitments and liabilities to Purchaser, whether they be direct or contingent.

(b) Assets . Seller is the owner of all of the SUDS Field Assets covered by this Agreement, and conveys all such SUDS Field Assets to the Purchaser, free of all claims, liens, burdens, encumbrances, restrictions and other adverse interests other than those that have been expressly disclosed to the Purchaser in writing on or prior to the Effective Date.

(e) Liabilities . There are no debts or liabilities of any type whatsoever with respect to Seller (including without limitation, tax liabilities of any type) other than debts or liabilities incurred in the ordinary course of business as of this date and which have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(f) Actions/Suits . There are no suits, claims, demands, filings, causes of action, administrative proceedings, lawsuits or other litigation pending, or threatened that could now or hereafter adversely affect the ownership or operation of Seller except those (if any) that have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(h) Compliance. The SUDS Field Assets have been operated in accordance with all applicable laws, orders, rules and regulations of all governmental authorities having or asserting jurisdiction relating to the ownership and operation thereof, including the production of all hydrocarbons attributable thereto. To the best of Seller’s knowledge, all necessary governmental certificates, consents, permits, licenses or other authorizations with regard to the ownership or operation of the SUDS Field Assets have been obtained and no violations exist or have been recorded in respect of such licenses, permits or authorizations except for those (if any) which have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(i) Consents, Waivers and Preferential Rights . There are no consents or waivers of preferential purchase or other rights necessary to prevent the valid conveyance to Purchaser of the SUDS Field Assets that is contemplated by this Agreement (excluding governmental consents and approvals (if any are necessary) that are customarily obtained post-Effective Date).

(j) Brokers . No broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Seller for which Purchaser has or will have any liabilities or obligations (contingent or otherwise).

(k) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate the SUDS Field Assets, to carry on its business as now conducted and to perform its obligations under this Agreement, and to perform its obligations hereunder and thereunder.

(l) Corporate Power . The Seller has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on behalf of Seller. This Agreement has been duly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the Purchaser) this Agreement constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

6. Further Assurances. Seller and Purchaser shall each, on a timely basis, execute, acknowledge and deliver all such further conveyances, certificates, notices, assumptions, releases and such other instruments, and shall, on a timely basis, take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to otherwise make effective the transactions contemplated hereby.

7. Entire Agreement . This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference, made a part hereof.

8. Assignment . This Agreement may not be transferred or assigned, in whole or in part, by either party without the prior written consent of the other party being first obtained.

9. Binding Effect. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the permitted successors, and permitted assigns of each of the parties hereto.

10. Expenses . Except as otherwise provided in this Agreement, Seller and Purchaser shall each bear their own respective expenses, including without limitation attorney’s fees, incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, in the event of any action or proceeding to interpret or enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to have and recover from the non-prevailing party such costs and expenses (including, without limitation, all court costs and reasonable attorneys’ fees) as the prevailing party may incur in the pursuit or defense thereof.

11. Indemnification of Purchaser . Seller agrees to and shall indemnify Purchaser and its officers, directors, employees, agents, representatives, successors and assigns (each a “Purchaser Party”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse any Purchaser Party as and when incurred for, all claims, costs, expenses, liabilities and/or losses of every type nature and character whatsoever pertaining to, arising out of or relating to the SUDS Field Assets and occurring (in whole or in part) prior to the Effective Date.

12. Section Headings . The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

13. Publicity . Neither Seller nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or Seller, disclosure is otherwise required by applicable law, provided that the party intending to make such release shall use its reasonable efforts consistent with such applicable law to consult with the other party with respect to the text thereof.

14. Severability . If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

15. No Third Party Beneficiary . Except as otherwise expressly set forth herein, no term or provision of this Agreement is intended to or shall be for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over and against any party to this Agreement.

16. Governing Law . This Agreement shall be governed by the applicable laws of the State of Texas, without regard to its choice or conflicts of law rules or principles.

17. Venue . The parties acknowledge their agreement and irrevocably consent to the courts situated in Houston, Harris County, Texas, as the sole and exclusive venue for litigation of any type, nature or character whatsoever between the parties pertaining in any manner whatsoever to this Agreement.

18. Authorization . The undersigned natural persons executing this Agreement warrant and represent that they are duly authorized to do so and to bind the entity for which they sign.

19. Time of the Essence . Time is of the essence in all things pertaining to the performance of this Agreement.

20. Currency . All dollar amounts are expressed in United States currency.

21. Survival of Obligations . To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, obligations and rights set forth herein shall not be deemed terminated at the time of the execution and delivery of the assignment provided in Paragraph 1, above or the payment of the purchase price provided in Paragraph 2, above. nor will they merge into the assignment provided in Paragraph 1, above.

22. Multiple Counterparts . This Agreement may be executed in multiple counterparts that shall become effective to the same extent as the original only when every party has signed and delivered a signed counterpart. For purposes of the execution of this Agreement, signature pages transmitted by facsimile or email shall be given the same weight and effect as, and treated as, original signatures.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effective for all purposes as of the Effective Date.

SELLER:	PURCHASER:

Jovian Resources, LLC	Petrolia Energy Corporation


By: /s/ Quinten Beasley	By: /s/ Leo Womack
Quinten Beasley, President	Leo Womack, Chairman of the Board

Exhibit 10.2

ASSIGNMENT OF OIL AND GAS PROPERTY RIGHTS

State:	Oklahoma

County:	Creek

Assignor:	Jovian Resources, LLC, a Delaware Limited Liability Corporation
	7941 Katy FWY, No. 522, Houston, Texas 77024

Assignee:	Petrolia Energy Corporation
	710 North Post Oak Rd, Suite 512, Houston, Texas 77024

Effective Date:	September 28, 2016

For adequate consideration, the Assignor, named above, grants, assigns, sells, and conveys to the Assignee, named above, an undivided fifty percent (50%) of eight eighths (8/8 ^ths ) of the right, title and interest in and to the following (collectively, the Assigned Interests”):

1)	All leasehold working interests, in and to all the oil, gas and/or mineral leases which are now owned or may be hereafter acquired by the Assignor which pertain to, cover and/or include the following lands in Creek County, Oklahoma (collectively, the “Leases):

THE SW/4 NW/4 AND S/2 S/2 NE/4 AND THE NW/4 SW/4 NE/4 AND THE S/2 OF SECTION 3; AND THE E/2 OF SECTION 10, NW/4 NW/4 AND THE W/2 SW/4 NW/4 AND THE W/2 NW/4 SW/4 OF SECTION 11; AND THE N/2 N/2 NE/4 AND THE SW/4 NW/4 NE/4 OF SECTION 15, ALL IN TOWNSHIP 15 NORTH, RANGE 10 EAST, CREEK COUNTY, OKLAHOMA.

THE SE/4 AND THE E/2 SW/4 OF SECTION 4, AND THE E/2 E/2 E/2 OF SECTION 8, ALL OF SECTION 9, AND THE W/2 OF SECTION 10, AND THE NW/4 AND THE W/2 NE/4 AND THE NE/4 NE/4 AND THE W/2 NW/4 SW/4 AND THE NE/4 NW/4 SW/4 AND THE NW/4 SW/4 SW/4 OF SECTION 16, AND THE E/2 E/2 NE/4 AND THE E/2 NE/4 SE/4 AND THE NE/4 SE/4 SE/4 OF SECTION 17, ALL IN TOWNSHIP 15 NORTH, RANGE 10 EAST, CREEK COUNTY, OKLAHOMA.

2)	All rights, titles, and interests of every type whatsoever in real, personal and intangible property rights which are now owned or may be hereafter acquired by the Assignor

which are appurtenant to the above described lands and Leases, including without limitation the following:

i. The following described Slick Unit Dutcher Sand East Unit and the Slick Unit Dutcher Sand East Unit (collectively, the “Units”):

THE SLICK UNIT DUTCHER SAND EAST UNIT CREATED UNDER OKLAHOMA CORPORATION COMMISSION ORDER NO. 37852 COVERING THE SW/4 NW/4 AND S/2 S/2 NE/4 AND THE NW/4 SW/4 NE/4 AND THE S/2 OF SECTION 3; AND THE E/2 OF SECTION 10, NW/4 NW/4 AND THE W/2 SW/4 NW/4 AND THE W/2 NW/4 SW/4 OF SECTION 11; AND THE N/2 N/2 NE/4 AND THE SW/4 NW/4 NE/4 OF SECTION 15, ALL IN TOWNSHIP 15 NORTH, RANGE 10 EAST, CREEK COUNTY, OKLAHOMA (the “Slick Unit Dutcher Sand East Unit”); and

THE SLICK UNIT DUTCHER SAND WEST CREATED UNDER OKLAHOMA CORPORATION COMMISSION ORDER NO. 37853 COVERING THE SE/4 AND THE E/2 SW/4 OF SECTION 4, AND THE E/2 E/2 E/2 OF SECTION 8, ALL OF SECTION 9, AND THE W/2 OF SECTION 10, AND THE NW/4 AND THE W/2 NE/4 AND THE NE/4 NE/4 AND THE W/2 NW/4 SW/4 AND THE NE/4 NW/4 SW/4 AND THE NW/4 SW/4 SW/4 OF SECTION 16, AND THE E/2 E/2 NE/4 AND THE E/2 NE/4 SE/4 AND THE NE/4 SE/4 SE/4 OF SECTION 17, ALL IN TOWNSHIP 15 NORTH, RANGE 10 EAST, CREEK COUNTY, OKLAHOMA (the “Slick Unit Dutcher Sand West Unit”),

as well as all rights, titles and interests in or derived from unit agreements, orders and decisions of state regulatory authorities establishing pooling rights and/or units, joint operating agreements, enhanced recover and injection agreements, gas sales contracts, farm-out agreements and farm-in agreements, options, drilling agreements, exploration agreements, assignments of operating rights, working interests and subleases;

ii. All royalties, overriding royalties, production payments, rights to take royalties in kind, and/or other interests in production of oil, gas and/or other minerals pertaining to the Leases and/or Units;

iii. All equipment, wells, machinery, fixtures, related inventory and other personal property located in, on, or used in connection with the Leases and/or Units;

iv. All oil, condensate, natural gas liquid produced from the Units and/or the Assigned Interests after the Effective Date, and all inventory, including line fill and inventory below the pipeline connection in tanks, attributable to the Assigned Interests;

v. All contractual rights and all contracts and agreements of every type, nature and character whatsoever pertaining to the Leases and/or Units;

vi. All rights-of-way, easements, servitudes and franchises acquired or used in connection with operations for the exploration and/or production of oil, gas and/or other minerals pertaining to the Leases and/or Units; and

vii. All permits and licenses of any nature owned, held or operated in connection with operations for the exploration and/or production of oil, gas and/or other minerals pertaining to the Leases and/or Units, to the extent such permit and licenses are transferable.

Notwithstanding anything to the contrary elsewhere contained, all equipment, wells, machinery fixtures, inventory and other personal property are sold AS IS, WHERE IS, AND WITHOUT WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED.

Assignor binds itself, its heirs, successors, and assigns, to warrant and forever defend all and singular the Assigned Interests to the Assignee, its successors and assigns, forever against every person whomsoever lawfully claiming such interests, or any part thereof, by, through and/or under the Assignor, but not otherwise; provided, however, that Assignor expressly agrees, represents and warrants to Assignor that this Amended Assignment conveys not less than an undivided fifty percent (50%) of eight eighths (8/8 ^ths ) leasehold working interest in and to the above described Leases and Units.

This Amended Assignment is signed by Assignor and Assignee as of the date of acknowledgment of their signatures below, but is effective for all purposes as of the Effective Date stated above.

	ASSIGNOR:

	Jovian Resources, LLC


	By: /s/ Quinten Beasley
	Quinten Beasley, President

	ASSIGNEE:

	Petrolia Energy Corporation

	By: /s/ Leo Womack
	Leo Womack,
	Chairman of the Board

Exhibit 10.3

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (the “Agreement”) is made and entered into effective as of September 28, 2016, (the “Effective Date”) by and between Jovian Resources, LLC, a Delaware Limited Liability Corporation (c/o Jovian Petroleum Corporation) whose mailing address is 7941 Katy Freeway, Suite 522, Houston, Texas 77024 (the “Seller”) and Petrolia Energy Corporation, a Texas corporation (formerly Rockdale Resources Corporation) whose mailing address is 710 N. Post Oak Rd., Suite 512, Houston, Texas 77024 (the “Purchaser”).

BACKGROUND

The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, by way of an equity exchange, all of the issued and outstanding membership interests in and to SUDS Properties LLC, an Oklahoma limited liability company and a wholly owned subsidiary of the Seller, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for value received, the parties hereto agree to the following terms and conditions:

1. Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby purchases, acquires and accepts from Seller, and Sellers hereby sells, transfers, assigns, conveys and delivers to Purchaser all of issued and outstanding membership interests in and to SUDS Properties LLC. Simultaneously with the execution of this Agreement, the Seller shall execute, acknowledge and deliver to the Purchaser an Assignment of Membership Interests acceptable to the Purchaser assigning the SUDS Properties LLC membership interests to be acquired by the Purchaser pursuant to this Agreement.

2. Purchase Price . The total purchase price (“Purchase Price”) for the SUDS Properties LLC membership interest to be paid by the Purchaser to the Seller shall be the by the issuance of shares to the Seller of 24,308,985 restricted shares of Seller’s stock, which are traded on the OTCQB under the symbol BBLS, valued at (17.99¢) per share. THE SHARES OF SELLERS STOCK ACQUIRED BY SELLER PURSUANT TO THIS AGREEMENT WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD BY SELLER ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

3. Allocation of Liabilities . Notwithstanding anything to the contrary elsewhere contained, following the Closing, the Purchaser shall be responsible for and shall assume only liabilities related to SUDS Properties LLC that arise solely as a result of events wholly occurring subsequent to the Effective Date. The Seller agrees to be responsible for and assume all liabilities whatsoever that are related to SUDS Properties LLC that arise (in whole or in part) as a result of events occurring prior to the Effective Date.

4. Seller’s Covenants, Representations and Warranties . The Seller covenants, represents and warrants to Purchaser that:

(a) Disclosure . Seller has fully disclosed to the Purchaser in writing all of SUDS Properties LLC’s contracts, commitments and liabilities to Purchaser, whether they be direct or contingent.

(b) Assets . Seller is the owner of all of the issued and outstanding membership interests of SUDS Properties LLC, and conveys all membership interests free of all claims, liens, burdens, encumbrances, restrictions and other adverse interests other than those that have been expressly disclosed to the Purchaser in writing on or prior to the Effective Date.

SUDS Properties LLC owns an undivided forty percent (40%) interest in the "Slick Unit Dutcher Sands" (SUDS) field, which consists of approximately 2,600 acres in Creek County, Oklahoma.

(e) Liabilities . There are no debts or liabilities of any type whatsoever with respect to SUDS Properties LLC (including without limitation, tax liabilities of any type) other than debts or liabilities incurred in the ordinary course of business as of this date and which have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(f) Actions/Suits . There are no suits, claims, demands, filings, causes of action, administrative proceedings, lawsuits or other litigation pending, or threatened that could now or hereafter adversely affect the ownership or operation of SUDS Properties LLC except those (if any) that have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(h) Compliance. SUDS Properties LLC has been operated in accordance with all applicable laws, orders, rules and regulations of all governmental authorities having or asserting jurisdiction relating to the ownership and operation thereof, including the production of all hydrocarbons attributable thereto. To the best of Seller’s knowledge, all necessary governmental certificates, consents, permits, licenses or other authorizations with regard to the ownership or operation of SUDS Properties LLC have been obtained and no violations exist or have been recorded in respect of such licenses, permits or authorizations except for those (if any) which have been expressly disclosed to the Purchaser in writing prior to the Effective Date.

(i) Consents, Waivers and Preferential Rights . There are no consents or waivers of preferential purchase or other rights necessary to prevent the valid sale to Purchaser of SUDS Properties LLC.

(k) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own SUDS Properties LLC, to carry on its business as now conducted and to perform its obligations under this Agreement.

5. Further Assurances. Seller and Purchaser shall each, on a timely basis, execute, acknowledge and deliver all such further conveyances, certificates, notices, assumptions, releases and such other instruments, and shall, on a timely basis, take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the assets, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to otherwise make effective the transactions contemplated hereby.

6. Entire Agreement . This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference, made a part hereof.

7. Assignment . This Agreement may not be transferred or assigned, in whole or in part, by either party without the prior written consent of the other party being first obtained.

8. Binding Effect. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the permitted successors, and permitted assigns of each of the parties hereto.

9. Expenses . Except as otherwise provided in this Agreement, Seller and Purchaser shall each bear their own respective expenses, including without limitation attorney’s fees, incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, in the event of any action or proceeding to interpret or enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to have and recover from the non-prevailing party such costs and expenses (including, without limitation, all court costs and reasonable attorneys’ fees) as the prevailing party may incur in the pursuit or defense thereof.

10. Indemnification of Purchaser . Seller agrees to and shall indemnify Purchaser and its officers, directors, employees, agents, representatives, successors and assigns (each a “Purchaser Party”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse any Purchaser Party as and when incurred for, all claims, costs, expenses, liabilities and/or losses of every type nature and character whatsoever pertaining to, arising out of or relating to SUDS Properties LLC occurring (in whole or in part) prior to the Effective Date or from any material inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by Seller in this Agreement or in any document, certificate or affidavit delivered by Seller pursuant to the provisions of this Agreement.

11. Section Headings . The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

12. Publicity . Neither Seller nor Purchaser shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or Seller, disclosure is otherwise required by applicable law, provided that the party intending to make such release shall use its reasonable efforts consistent with such applicable law to consult with the other party with respect to the text thereof.

13. Severability . If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

14. No Third Party Beneficiary . Except as otherwise expressly set forth herein, no term or provision of this Agreement is intended to or shall be for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over and against any party to this Agreement.

15. Governing Law . This Agreement shall be governed by the applicable laws of the State of Texas, without regard to its choice or conflicts of law rules or principles.

16. Venue . The parties acknowledge their agreement and irrevocably consent to the courts situated in Houston, Harris County, Texas, as the sole and exclusive venue for litigation of any type, nature or character whatsoever between the parties pertaining in any manner whatsoever to this Agreement.

17. Authorization . The undersigned natural persons executing this Agreement warrant and represent that they are duly authorized to do so and to bind the entity for which they sign.

18. Time of the Essence . Time is of the essence in all things pertaining to the performance of this Agreement.

19. Currency . All dollar amounts are expressed in United States currency.

20. Survival of Obligations . To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, obligations and rights set forth herein shall not be deemed terminated at the time of the execution and delivery of the Bill of Sale provided in Paragraph 1, above or the delivery of the payment of the purchase price provided in Paragraph 2, above. nor will they merge into the assignment provided in Paragraph 1, above.

21. Multiple Counterparts . This Agreement may be executed in multiple counterparts that shall become effective to the same extent as the original only when every party has signed and delivered a signed counterpart. For purposes of the execution of this Agreement, signature pages transmitted by facsimile or email shall be given the same weight and effect as, and treated as, original signatures

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effective for all purposes as of the Effective Date.

SELLER:	PURCHASER:

Jovian Resources, LLC	Petrolia Energy Corporation


By: /s/ Quinten Beasley	By: /s/ Leo Womack
Quinten Beasley, President	Leo Womack, Chairman of the Board

Exhibit 10.4

PROMISSORY NOTE

Date:	February 28, 2016
Borrower:	Petrolia Energy Corporation
Borrower’s Mailing Address:	Petrolia Energy Corporation 710 N Post Oak Road, Suite 512 Houston, TX 77024
Lender:	Jovian Petroleum Corporation
Place for Payment:	Jovian Petroleum Corporation 7974 Katy Freeway, Suite 522 Houston, TX 77024
Principal Amount:	One million U.S.Dollars (US$ 1,000,000)
Annual Interest Rate :	5%
Maturity Date:	December 31, 2016
Terms of Payment:	The principal amount shall be paid in cash, free of bank charges on the maturity date.
Collateral	Secured by a 12.5% undivided working interest in the SUDS field

Promise to Pay

Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate. This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. Although the note is due on December 31, 2016, in the event the Company closes and financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay on the Note

Defaults and Remedies

If full payment is not made by December 31, 2016, the borrower will be entitled to extend the Note to March 31, 2017 by making a $10,000 payment in cash prior to maturity. If Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately due.

Waivers

Borrower waives, to the extent permitted by law, all (1) demand for payment, (2) presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of acceleration of maturity, (5) protest, and (6) notice of protest.

Attorney's Fees

Borrower also promises to pay reasonable attorney's fees and court and other costs if this note is placed in the hands of an attorney to collect or enforce the note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be secured by any security for payment.

Usury Savings

Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other instruments concerning the debt.

Other Clauses

The Principal Amount may be paid, in whole or in part, prior to the Maturity Date, without penalty or Annual Interest. When the context requires, singular nouns and pronouns include the plural. This note shall be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules that would refer to another jurisdiction.

Petrolia Energy Corporation

By: /s/ Leo Womack Date: Sept 28, 2016

Title: Chairman of the Board

Exhibit 10.5

PRODUCTION PAYMENT NOTE

Date:	February 28, 2016
Borrower:	Petrolia Energy Corporation
Borrower’s Mailing Address:	Petrolia Energy Corporation 710 N Post Oak Road, Suite 512 Houston, TX 77024
Lender:	Jovian Petroleum Corporation
Place for Payment:	Jovian Petroleum Corporation 7974 Katy Freeway, Suite 522 Houston, TX 77024
Principal Amount:	Three million U.S. Dollars (US$ 3,000,000)
Terms of Payment:	Production payments out of 20%, of the 50% undivided interest, of net revenues attributable to the SUDS field.
Collateral	Secured by a 37.5% undivided working interest in the SUDS field

Promise to Pay

Production payments will be made by the end of each month out of 20%, of the 50% undivided interest, of net revenues attributable to the SUDS field. This note is payable at the Place for Payment.

Defaults and Remedies

If Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately due.

Waivers

Attorney's Fees

Usury Savings

Other Clauses

Petrolia Energy Corporation

By: /s/ Leo Womack Date: Sept 28, 2016

Title: Chairman of the Board