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
November 6, 2015
Date of Report (Date of earliest event reported)
TRITON EMISSION SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-33309
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33-0953557
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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151 San Francisco St., Suite 201
San Juan, Puerto Rico
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00901
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(Address of principal executive offices)
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(Zip Code)
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1 (800) 648-4287
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 November 6, 2015, Triton Emission Solutions Inc. (the “Company”) entered into a loan agreement (the “Second Norling Loan”) with Paer Tomas Rasmus Norling, its President and Chief Technical Officer (the “Lender”), whereby the Lender agreed to lend to the Company additional $200,000 in exchange for an unsecured Promissory Note. The principle amount under the Second Norling Loan accumulates interest at 6% per annum compounded monthly, is due on demand and not earlier than 90 days following execution of the Second Norling Loan.
The Second Norling Loan is in addition to the loan the Company received from Mr. Norling on July 28, 2015 (please refer to Form 8-K the Company filed with the Securities and Exchange Commission on August 3, 2015).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
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Description
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10.1
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Loan agreement and Promissory Note between Triton Emission Solutions Inc. and Paer Tomas Rasmus Norling, dated November 6, 2015.
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99.1
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News Release.
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SIGNATURE
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.
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TRITON EMISSION SOLUTIONS INC.
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Date: November 12, 2015
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By:
/s/ Anders Aasen
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Name: Anders Aasen
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Title: Chief Executive Officer
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LOAN AGREEMENT
November 6, 2015
Paer Tomas Rasmus Norling
(the “Lender”) of 2067 Calle Espana, Apt. 2, San Juan, Puerto Rico, US-00911, advanced
USD$200,000
(the “Principal Sum”) to Triton Emission Solutions Inc.(the “Borrower”) of 151 Calle De San Francisco, Suite #201, San Juan, Puerto Rico, US-00901. The Lender advanced the funds on November 6, 2015.
The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) commencing November 6, 2015. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.
The Lender acknowledges that the Principal Sum together with accrued Interest is to be repaid not earlier than 90 days following the execution of this Loan Agreement.
The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a Promissory Note in the attached form.
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LENDER
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BORROWER
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Paer Tomas Rasmus Norling
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Triton Emission Solutions Inc.
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Per:
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Per:
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/s/ Paer Tomas Rasmus Norling
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/s/ Anders Aasen
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Paer Tomas Rasmus Norling
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Anders Aasen, CEO
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PROMISSORY NOTE
November 6, 2015
Principal Amount:
USD$200,000
FOR VALUE RECEIVED Triton Emission Solutions Inc., (the “Borrower”) of 151 Calle De San Francisco, Suite #201, San Juan, Puerto Rico, US-00901 promises to pay on demand to the order of Paer Tomas Rasmus Norling (the “Lender”) the sum of $200,000 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal Sum from November 6, 2015 (the “Effective Date”) both before and after maturity, default and judgement at the Interest Rate as defined below:
For the purpose of this Promissory Note, Interest Rate means six (6) per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum not earlier than 90 days following the execution of this Promissory Note.
The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.
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BORROWER
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Triton Emission Solutions Inc.
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Per:
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/s/ Anders Aasen
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Anders Aasen, CEO
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![[DSOX_EX991002.GIF]](https://content.edgar-online.com/edgar_conv_img/2015/11/12/0001393905-15-000595_DSOX_EX991002.GIF)
Triton Emission Solutions Inc. Arranges Additional Bridge Financing with its President
SAN JUAN, PUERTO RICO– (Newsfile – November 12, 2015) – Triton Emission Solutions Inc. (OTCQB: DSOX) (“Triton” or the “Company”) is pleased to announce it has arranged a bridge financing with Rasmus Norling, the Company’s CTO and President.
According to the terms of the bridge financing, Mr. Norling agreed to lend the Company $200,000 in exchange for a non-secured promissory note accumulating interest at 6% per annum compounded monthly. The loan will become due and payable on demand however, not earlier than 90 days following execution of the bridge financing. The current bridge financing is in addition to the loan the Company received from Mr. Norling on July 28, 2015 (please refer to the news release the Company issued on August 5, 2015).
For additional information on the terms of the bridge financing please refer to Form 8-K filed by the Company with the Securities and Exchange Commission on November 12, 2015.
About Triton Emission Solutions Inc.:
Triton Emission Solutions Inc. develops and markets environmental and pollution emission control solutions to a worldwide market.
Triton Emission Solutions Inc.’s proprietary DSOX-15 and DSOX-20 Fuel Purification Systems, and the Company’s exhaust gas scrubber technology, NJORD, are cost-effective technologies designed to reduce harmful chemical emissions into the ocean and atmosphere in an effort to meet the increased emissions regulations that came into effect on January 1, 2015. These technologies are currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies and can be installed during normal vessel operation without the need to use expensive dry dock time. These technologies have worldwide applications that are not limited to the maritime industry.
On behalf of the Board of Directors, Anders Aasen, Chief Executive Officer.
For further information about Triton Emission Solutions Inc. please visit the Company's website at www.tritoninc.com or contact us at 561-440-DSOX.
Forward Looking Statements
This press release may contain forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that Triton Emission Solutions Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in Triton Emission Solutions Inc.’s Quarterly and Annual Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of Triton Emission Solutions Inc.’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Triton Emission Solutions Inc.’s forward-looking statements. Except as required by law, Triton Emission Solutions Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Triton Emission Solutions Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.
SOURCE Triton Emission Solutions Inc.