PROP / Prairie Operating Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 23, 2020 PLEDGE PETROLEUM CORP.

PROP / Propell Technologies Group, Inc. NT 10-Q - - NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10

PROP / Propell Technologies Group, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53488 PLEDGE PETROLEUM CORP

PROP / Propell Technologies Group, Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 tv527667nt10q.htm NT 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 14, 2019 PLEDGE PETROLEUM CORP.

Securities Purchase Agreement, dated June 11, 2019, by and between Pledge Petroleum Corp. and Geneva Roth Remark Holdings, Inc

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 11, 2019, by and between PLEDGE PETROLEUM CORP., a Delaware corporation, with its address at 576 S. Foothills Plaza Dr. #163, Maryville, Tennessee 37801 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, G

Convertible Promissory Note

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

PROP / Propell Technologies Group, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53488 PLEDGE PETROLEUM COR

PROP / Propell Technologies Group, Inc. NT 10-Q NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o

PROP / Propell Technologies Group, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53488 Commission file number PLEDGE PETROLEUM CORP.

List of Subsidiaries of the Registrant(1)

EXHIBIT 21 Name Jurisdiction Novas Energy (USA), Inc. Delaware Novas Energy North America, LLC Delaware Renewable Technology Solutions, Inc. Tennessee

PROP / Propell Technologies Group, Inc. NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 14, 2019 PLEDGE PETROLEUM CORP.

Letter from RBSM LLP to the SEC dated March 15, 2019

Exhibit 16.1 March 15, 2019 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 – 7561 Re: PLEDGE PETROLEUM CORP. Commission File No. 000-53488 Ladies and Gentlemen: We have read Item 4.01 of PLEDGE PETROLEUM CORP.’s Form 8-K dated March 14, 2019 and we agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements contain

PROP / Propell Technologies Group, Inc. / Headrick Christopher Lynn - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PLEDGE PETROLEUM CORP. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74345U 10 2 (CUSIP Number) Christopher Headrick c/o Pledge Petroleum Corp. 1701 Commerce Street, 2nd Floor Houston, Texas 77002 (832) 328-0169 (Name, Add

Contract for Sale and Purchase of Real Estate, dated December 12, 2018, by and between Stevens Automotive LLC, as Seller, and Renewable Technology Solutions, Inc., as Buyer.*

EX-10.1 3 tv509256ex10-1.htm EXHIBIT 10.1 Exhibit 10.1

PLEDGE PETROLEUM CORP. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 PLEDGE PETROLEUM CORP. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On December 19, 2018, Pledge Petroleum Corp. (the “Company”) entered into a Share Exchange agreement with Renewable Technology Solutions, Inc. (“RTS”). Pursuant to the terms of the agreement in exchange for 100% of the RTS shares the Company will issue in the name of the RTS Stockholder a stock certificate regis

RENEWABLE TECHNOLOGY SOLUTIONS, INC. FINANCIAL STATEMENTS RENEWABLE TECHNOLOGY SOLUTIONS, INC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 RENEWABLE TECHNOLOGY SOLUTIONS, INC. FINANCIAL STATEMENTS RENEWABLE TECHNOLOGY SOLUTIONS, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 3 Balance Sheet as of September 30, 2018 4 Statement of Operations for the period from August 22, 2018 (date of inception) through September 30, 2018 5 Statement of Stockholder’s Deficit for the period from

Promissory Note, in the principal amount of $5,000.00, issued by and Renewable Technology Solutions, Inc. to John Huemoeller*

EX-10.2 4 tv509256ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 RENEWABLE TECHNOLOGY SOLUTIONS, INC. 5% PROMISSORY NOTE $5,000.00 December 13, 2018 (the “Issuance Date”) FOR VALUE RECEIVED, the undersigned, RENEWABLE TECHNOLOGY SOLUTIONS, INC. (the “Company”), a Tennessee corporation, promises to pay to the order of JOHN HUEMOELLER (the “Holder”), the principal sum of Five Thousand Dollars ($5,000) (the “P

Share Exchange Agreement, dated as of December 19, 2018, by and among Pledge Petroleum Corp., Renewable Technology Solutions, Inc., and Christopher Headrick.*

Exhibit 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement, dated as of December 19, 2018 (this “Agreement”), is made and entered into by and among Pledge Petroleum Corp., a Delaware corporation (“PLEDGE” or the “Company”) on the one hand; and Renewable Technology Solutions Inc., a Tennessee corporation (“RTS”) and the Stockholder of RTS listed on Exhibit A attached hereto (the “RTS Stockh

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 19, 2018 PLEDGE PETROLEUM CORP.

PROP / Propell Technologies Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53488 PLEDGE PETROLEUM

PROP / Propell Technologies Group, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv50051610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

PROP / Propell Technologies Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53488 PLEDGE PETROLEUM COR

PROP / Propell Technologies Group, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2017 000-53488 Commission file number PLEDGE PETROLEUM CORP.

Form of Restricted Stock Grant Agreement (1)*

Exhibit 4.10 RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement is dated as of [] (this “Agreement”), and is between PLEDGE PETROLEUM CORP., a Delaware corporation (“Pledge”), and John Huemoeller, an individual (“Grantee”). WHEREAS, Grantee is a member of the board of directors of Pledge, Pledge considers Grantee’s continued services as a director by Pledge to be important to i

List of Subsidiaries of the Registrant(1)

Exhibit 21 Name Jurisdiction Novas Energy (USA), Inc. Delaware

PROP / Propell Technologies Group, Inc. NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o

PROP / Propell Technologies Group, Inc. / Zotos John A - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PLEDGE PETROLEUM CORP. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74345U 10 2 (CUSIP Number) John Zotos c/o Pledge Petroleum Corp. 1701 Commerce 2nd Floor, Houston, Texas 77002 Houston, Texas 77086 (832) 328-0169 (Name,

PROP / Propell Technologies Group, Inc. / Huemoeller John Walter Ii - SCHEDULE 13D Activist Investment

SC 13D 1 tv493383sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PLEDGE PETROLEUM CORP. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74345U 10 2 (CUSIP Number) John Walter Huemoeller II c/o Pledge Petroleum Corp. 1701 Commerce 2nd Floor, Houston,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 2, 2018 PLEDGE PETROLEUM CORP. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

PROP / Propell Technologies Group, Inc. NT 10-K

NT 10-K 1 tv490131nt10k.htm NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): March 23, 2018 PLEDGE PETROLEUM CORP. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Employer of

PROP / Propell Technologies Group, Inc. / Ervington Investments Ltd - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 2)* Pledge Petroleum Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74345U 10 2 (CUSIP Number) Ervington Investments Limited Emmanouil Roidi, 10-12 Agia Zoni, 3031, Limassol, Cyprus Telephone: 357 25857700 (Name, A

Share Purchase Agreement, dated February 22, 2018, with Ervington Investments Limited (incorporated by reference as Annex B to the Company’s Schedule PRE14A, filed with the Securities and Exchange Commission on February 22, 2018, File No. 000-53488)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

PROP / Propell Technologies Group, Inc. PREM 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of

Asset Purchase Agreement between the Company and Norma Investments Limited dated as of February 12, 2018

Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (the “Agreement”) made as of February12, 2018, by and between and Pledge Petroleum Corp., a Delaware corporation (the “Seller”) and Norma Investments Limited, an entity organized under the laws of the British Virgin Islands (the “Buyer”). WITNESSETH: WHEREAS, Seller is engaged in the business of applying plasma pulse tec

Share Repurchase Agreement between the Company and Ervington Investments Ltd dated as of February 12, 2018

Exhibit 10.2 EXECUTION COPY SHARE REPURCHASE AGREEMENT SHARE REPURCHASE AGREEMENT (the “Agreement”) made as of this 12th day of February, 2018, by and between Ervington Investments Ltd, a company organized under the laws of Cyprus (the “Seller”) and Pledge Petroleum Corp., a Delaware corporation (the “Company”). WITNESSETH: WHEREAS, the Seller owns (i) 64,302,467 shares of common stock of the Comp

PROP / Propell Technologies Group, Inc. 10-Q (Quarterly Report)

10-Q 1 tv48230710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

PROP / Propell Technologies Group, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv48098510q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Propell Technologies Group FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53488 PLEDGE PETROLEUM COR

EX-21

EX-21 2 v462177ex21.htm EXHIBIT 21 EXHIBIT 21 Name Jurisdiction Novas Energy (USA), Inc. Delaware Novas Energy North America, LLC Delaware

Propell Technologies Group FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2016 000-53488 Commission file number PLEDGE PETROLEUM CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 25, 2017 PLEDGE PETROLEUM CORP. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 30, 2017 PLEDGE PETROLEUM CORP. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Propell Technologies Group NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2016 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 17, 2017 PLEDGE PETROLEUM CORP. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Employer

Certificate of Amendment to the Certificate of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2017, File No. 000-53488).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PROPELL TECHNOLOGIES GROUP, INC. PROPELL TECHNOLOGIES GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That the Certificate of Incorporation is hereby amended by replacing ARTICLE FIRST in its entirety with: ?FIRST: The

Amended Employment Agreement, effective as of December 31, 2016 by and between C. Brian Boutte and the Company (Incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2017, File No. 000-53488)

Exhibit 10.1 PROPELL TECHNOLOGIES GROUP, INC. AMENDED EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), made effective as of December 31, 2016 (the "Effective Date"), by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 10655 Bammel North Houston, Suite 100, Houston, TX 77086 (the "Company"), its s

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 12, 2017 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 30, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 15, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S

Propell Technologies Group FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 – Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53488 PROPELL TECHNOLOGIES GROUP, I

Termination of a Material Definitive Agreement

8-K 1 v4503808k.htm 8-K 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): October 4, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdict

Propell Technologies Group FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 ? Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53488 PROPELL TECHNOLOGIES GROUP, INC. (

Propell Technologies Group FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 ? Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53488 PROPELL TECHNOLOGIES GROUP, INC. (

Termination of a Material Definitive Agreement

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): July 19, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Com

Propell Technologies Group FORM 10-Q (Quarterly Report)

10-Q 1 v43870510q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 – Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53488 P

Propell Technologies Group 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2015 000-53488 Commission file number PROPELL TECHNOLOGIES GROUP, INC.

EX-21

EX-21 2 v434048ex21.htm EXHIBIT 21 EXHIBIT 21 Name Jurisdiction Novas Energy (USA), Inc. Delaware Novas Energy North America, LLC Delaware

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 1, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Em

Employment Agreement, dated March 1, 2016 by and between David S. Ramsey and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2016, File Number 000-53488)*

Exhibit 10.1 PROPELL TECHNOLOGIES GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), made effective as of March 1, 2016 (the ?Effective Date?), by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 1701 Commerce Street, 2nd Floor, Houston, Texas 77002 (the ?Company?), its subsidiaries, su

Unlocking America’s Petroleum Ticker: PROP February 2016

Exhibit 99.1 Unlocking America?s Petroleum Ticker: PROP February 2016 Forward Looking Statements Some statements contained in this presentation are ?forward looking statements? . All statements other than statements of historical facts included in this report, including without limitation, statements regarding planned capital expenditures, the availability of capital resources to fund capital expe

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 12, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation)

Financial Statements and Exhibits

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): February 3, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (

February 5, 2016

EX-16.1 2 v430685ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 February 5, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated February 3, 2016 of Propell Technologies Group, Inc.and are in agreement with the statements contained in the first sentence with regards to the dismissal of Liggett & Webb, P.A. of the fir

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4289018k.htm FORM 8-K 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 13, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jur

Propell Technologies CEO Issues Letter to Shareholders

EX-99.1 2 v428901ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Propell Technologies CEO Issues Letter to Shareholders Propell Technologies Group, Inc. (OTCQB:PROP) (the "Company"), the U.S. provider of a plasma pulse based enhanced oil recovery technology, today issued the following letter to shareholders. Dear Shareholders, I am very pleased to take the opportunity in this letter to introduce myself as yo

Employment Agreement, dated January 1, 2016 by and between C. Brian Boutte and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2016, File Number 000-53488)*

EX-10.1 2 v428193ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROPELL TECHNOLOGIES GROUP, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), made effective as of January 1, 2016 (the “Effective Date”), by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 1701 Commerce Street, 2nd Floor, Houston, Texas

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 1, 2016 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

Propell Technologies Group NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10

Sublicense Agreement by and among Novas Energy USA, Inc., Novas Energy North America, LLC and Novas Energy Group Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2015, File Number 000-53488)

Exhibit 10.2 SUBLICENSE AGREEMENT THIS TECHNOLOGY EXCLUSIVE SUBLICENSE AGREEMENT (this ?Sublicense Agreement?), dated as of October 22, 2015 (the ?Effective Date?), is entered by and between NOVAS ENERGY NORTH AMERICA, LLC, a limited liability company organized under the laws of the State of Delaware, having a principal place of business at Suite 350 1122 4th Street SW, Calgary, Alberta, Canada T2

Operating Agreement of Novas Energy North America, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2015, File Number 000-53488)

Exhibit 10.1 OPERATING AGREEMENT OF NOVAS ENERGY NORTH AMERICA, LLC October 22, 2015 TABLE OF CONTENTS Page Section 1 DEFINITIONS 1 1.1 Specific Definitions 1 1.2 General Usage 6 Section 2 FORMATION 7 2.1 Formation 7 2.2 Effective Date 7 2.3 Name 7 2.4 Term 7 2.5 Purpose and Scope 7 2.6 Principal Office 7 2.7 Delaware Office and Agent 7 2.8 Names, Contact and Other Information of the Members 7 Sec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 22, 2015 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

Propell Announces Operational Launch of New Joint Venture

Exhibit 99.1 Propell Announces Operational Launch of New Joint Venture Well Treatments Programs Under Way in Both U.S. and Canada HOUSTON, TX-(Marketwired - Oct 27, 2015) - Propell Technologies Group, Inc. (OTCQB: PROP) (the "Company"), the U.S. provider of a plasma pulse based enhanced oil recovery technology today announced the operational launch of its previously announced joint venture (the "J

Propell Technologies Group DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement PROPELL TECHNOLOGIES GROUP, INC. (Na

Propell Technologies Group FORM PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement PROPELL TECHNOLOGIES GROUP, INC. (Na

PROP / Propell Technologies Group, Inc. / Ervington Investments Ltd - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 1)* Propell Technologies Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74345U 10 2 (CUSIP Number) Ervington Investments Limited Chrysanthou Mylona, 3, 3030 Limassol, Cyprus Telephone: 357 25857700 (Name, Add

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 13th day of July, 2015, by and among Ervington Investments Limited, Greenleas International Holdings Ltd, Harmony Trust Settlement, and Maia Damianou (collectively, the “Reporting Persons”).

Propell Technologies Group SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or other Commission (IRS Employer jurisdiction of incorporation) file number Identification No.) 1701 Commerce Street Houston, Texas 77002 Registrant?s telephone number, including area cod

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 6, 2015 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Emp

Amendment to the Series C Preferred Stock Purchase Agreement, dated June 5, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2015, File Number 000-53488)

Exhibit 10.1 PROPELL TECHNOLOGIES GROUP, INC. AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT THIS AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this ?Amendment?) is effective as of May 30, 2015, among Propell Technologies Group, Inc., a Delaware corporation (the ?Company?), and Ervington Investments Limited, duly organized under the laws of the Republic of Cyprus (the ?Invest

Propell Technologies Group FORM 8-K (Current Report/Significant Event)

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): June 5, 2015 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Emp

PROP / Propell Technologies Group, Inc. / Ervington Investments Ltd - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Propell Technologies Group, Inc. (Name of Issuer) Series C Preferred Stock and Series A-1 Preferred Stock convertible into shares of Common Stock (Title of Class of Securities) 74345U 10 2 (1) (CUSIP Number) Ervington Investments Limited Chrysanthou My

JOINT FILING AGREEMENT

EX-99.A 2 d883234dex99a.htm EX-99.A EXHIBIT 99.A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated March 5, 2015, with respect to the shares of Common Stock, Series A-1 Preferred Stock and Series C Preferred Stock of Propell Technologies Group, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to

PROPELL TECHNOLOGIES GROUP, INC. SECONDARY SHARE STOCK PURCHASE AGREEMENT

Exhibit 99.1 EXECUTION VERSION PROPELL TECHNOLOGIES GROUP, INC. SECONDARY SHARE STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of February 19, 2015, and is made by and between Ervington Investments Limited (the “Buyer”), and the individuals listed on Schedule A attached hereto (the “Sellers”). RECITALS WHEREAS, Propell Technologies Group, Inc. (the “Company”)

Investors Rights Agreement (Incorporated herein by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015, File No. 000-53488).

Exhibit 4.1 EXECUTION VERSION PROPELL TECHNOLOGIES GROUP, INC. INVESTORS’ RIGHTS AGREEMENT February 19, 2015 TABLE OF CONTENTS Page Section 1 Definitions 1 1.1 Certain Definitions 1 Section 2 Registration Rights 3 2.1 Requested Registration 3 2.2 Company Registration 5 2.3 Registration on Form S-3 6 2.4 Expenses of Registration 7 2.5 Registration Procedures 7 2.6 Indemnification 9 2.7 Information

Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015, File No. 000-53488).

EX-3.2 3 v401841ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PROPELL TECHNOLOGIES GROUP, INC. TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 QUORUM 2 2.6 ADJOURNED MEETING; NOTIC

Stockholders Agreement (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015 File No. 000-53488).

EX-10.2 6 v401841ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION PROPELL TECHNOLOGIES GROUP, INC. STOCKHOLDER AGREEMENT February 19, 2015 PROPELL TECHNOLOGIES GROUP, INC. STOCKHOLDER RIGHTS AGREEMENT This Stockholder Agreement (this “Agreement”) is dated as of February 19, 2015 and is made by and among Propell Technologies Group, Inc., a Delaware corporation (the “Company”), Ervington Inves

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 v4018418k.htm FORM 8-K 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): February 19, 2015 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Ju

Propell Announces $5,000,000 Strategic Equity Investment by Ervington Investments

EX-99.2 9 v401841ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Propell Announces $5,000,000 Strategic Equity Investment by Ervington Investments Proceeds to scale operations and reinforce intellectual property Houston, TX-(PRWEB - February 19, 2015) - Propell Technologies Group (OTCQB:PROP) (the “Company”) the U.S. provider of a plasma pulse based well treatment has closed the first tranche of a private fi

Certificate of Designations Series C Convertible Preferred Stock (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015, File No. 000-53488).

Exhibit 3.1 PROPELL TECHNOLOGIES GROUP, INC. CERTIFICATE OF DESIGNATION OF THE SERIES C PREFERRED STOCK I, John Huemoeller, Chief Executive Officers of Propell Technologies Group, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, hereby make this Certificate of Designation under the corporate seal of

Series C Preferred Stock Purchase Agreement (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015, File No. 000-53488).

Exhibit 10.1 EXECUTION VERSION PROPELL TECHNOLOGIES GROUP, Inc. SERIES C PREFERRED STOCK PURCHASE AGREEMENT EXECUTION VERSION TABLE OF CONTENTS Page 1. Authorization; Closings 1 1.1 Authorization 1 1.2 Sale and Issuance of Stock 1 2. Closing Dates and Delivery 2 2.1 Closings 2 2.2 Use of Proceeds 3 2.3 Defined Terms Used in this Agreement 3 3. Representations and Warranties of the Company 5 3.1 Or

Indemnification Agreement (Incorporated herein by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2015 File No. 000-53488).

Exhibit 10.3 PROPELL TECHNOLOGIES GROUP, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of February 19, 2015, and is between Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and Ivan Persiyanov (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to ser

PROPELL TECHNOLOGIES GROUP INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 PROPELL TECHNOLOGIES GROUP INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), made effective as of February 4, 2015 (the “Effective Date”), by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 1701 Commerce Street, 2nd Floor, Houston, Texas

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

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): February 4, 2015 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

PROPELL TECHNOLOGIES GROUP, INC. 12,684,494 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-199292 PROSPECTUS PROPELL TECHNOLOGIES GROUP, INC. 12,684,494 Shares of Common Stock This prospectus relates to the resale by the investors listed in the section titled “Selling Stockholders”, and we refer to the investors as the Selling Stockholders (the “Selling Stockholders”) of up to 12,684,494 shares of our common stock, par value $0.001 p

PROP / Propell Technologies Group, Inc. S-1 - Registration Statement - FORM S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROPELL TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) 26-1856569 (I.R.S. Employer Identification No.

Form of Purchase Warrant to Paulson Investments, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 14, 2015, File No. 333-199292).

EX-4.10 2 v390197ex4-10.htm EXHIBIT 4.10 Exhibit 4.10 PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, LLC Exercisable to Purchase Units of Common Stock and Warrants of Propell Technologies Group, Inc. Warrant No. Void after August 8, 2019 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN. This is to certify that, for val

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 1, 2014 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Co

Form of Securities Purchase Agreement (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 3, 2014, File No. 000-53488).

EX-10.1 5 v383034ex10-1.htm EXHIBIT 10.1 PROPELL TECHNOLOGIES GROUP, INC. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June , 2014, by and between Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the

EX-1.1

Form of Registration Rights Agreement between Propell (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 3, 2014 File No. 000-53488).

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June , 2014 between Propell Technologies Group, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 27, 2014 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of (Commission File Nu

Form of Warrant (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed July 3, 2014, File No. 000-53488).

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”).

Unlocking America’s Petroleum OTCQB:PROP May 2014

Unlocking America’s Petroleum OTCQB:PROP May 2014 Some statements contained in this presentation are “ forward looking statements ” .

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 28, 2014 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Comm

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2014 PROPELL TECHNOLOGIES GROUP, INC.

- FORM NT 10-K

NT 10-K 1 v373346nt10k.htm FORM NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Year Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on For

Investor Presentation Unlocking America’s Petroleum OTCQB:PROP March 2014

Investor Presentation Unlocking America’s Petroleum OTCQB:PROP March 2014 Some statements contained in this presentation are “ forward looking statements ” .

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): March 19, 2014 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. E

February 2014

February 2014 Some statements contained in this presentation are “ forward looking statements ” .

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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 31, 2014 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

Entry into a Material Definitive Agreement

8-K 1 v3625838k.htm 8-K 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): December 9, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdic

PROP / Propell Technologies Group, Inc. / ASHER ENTERPRISES INC - SC 13G Passive Investment

SC 13G 1 v362187sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PROPELL TECHNOLOGIES GROUP, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 74345U102 (CUSIP number) December 4, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 v359458ex10-1.htm EX-10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2013, by and between Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”). WHEREAS, subject to the terms and conditio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K

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): October 31, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S.

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 18, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Em

A Wholly Owned Subsidiary of: Traded Under the Symbol PROP on the OTCQB Markets July, 2013

EX-99.1 2 v350250ex99-1.htm EXHIBIT 99.1 A Wholly Owned Subsidiary of: Traded Under the Symbol PROP on the OTCQB Markets July, 2013 Some statements contained in this presentation are “ forward looking statements ” . All statements other than statements of historical facts included in this report, including without limitation, statements regarding planned capital expenditures, the availability of c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 v3492298k.htm 8-K 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): July 1, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction

Propell Announces Change to the Board of Directors Oil Veteran to Join Board

EX-99.1 2 v349229ex99-1.htm EX-99.1 Exhibit 99.1 Propell Announces Change to the Board of Directors Oil Veteran to Join Board HOUSTON, Texas, July 2, 2013 (GLOBE NEWSWIRE via COMTEX) - via PRWEB - Propell Technologies Group Inc. (“Propell” or the “Company”) (OTC: PROP) announces a change to its Board of Directors. Ed Bernstein has tendered his resignation as a director and the Propell board has ap

EX-99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits -

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): May 14, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Emp

PROPELL TECHNOLOGY GROUP’S WHOLLY OWNED SUBSIDIARY NOVAS ENERGY USA to Present

EX-99.2 3 ex99-2.htm Exhibit 99.2 PROPELL TECHNOLOGY GROUP’S WHOLLY OWNED SUBSIDIARY NOVAS ENERGY USA to Present to The National Eagles and Angels Association Houston, Texas, May 14, 2013 /PRNewswire/ - Novas Energy USA a wholly owned subsidiary of Propell Technologies Group, Inc. (the “Company”) (OTCQB: PROP), announced that John W. Huemoeller II, the Company’s Chairman, Chief Executive Officer a

Propell Technologies Group, Inc. (A Development Stage Enterprise) Index to Unaudited Condensed Pro-Forma Consolidated Financial Statements

Exhibit 99.2 Propell Technologies Group, Inc. (A Development Stage Enterprise) Index to Unaudited Condensed Pro-Forma Consolidated Financial Statements Unaudited Condensed Pro-Forma Consolidated Balance Sheet as of December 31, 2012 2 Unaudited Condensed Pro-Forma Consolidated Statement of Operations for the Year Ended December 31, 2012 3 Notes to Unaudited Condensed Pro-Forma Consolidated Financi

PROMISSORY NOTE

Exhibit 10.2 PROMISSORY NOTE $500,000 February 1, 2013 FOR VALUE RECEIVED, the undersigned (herein “Maker”), promises to pay to the order of Anuta Limited, a Seychelles corporation (“Payee”), the principal sum of Five Hundred Thousand Dollars ($500,000), together with interest payable at a rate of 8% per annum in one payment, on February 1, 2016, subject to extension as hereinafter provided, (the

CREDIT AGREEMENT DATED AS OF APRIL 23, 2013 BY AND BETWEEN NOVAS ENERGY (USA), INC. AND PANSIES LIMITED

EX-10.1 2 ex10-1.htm Exhibit 10.1 CREDIT AGREEMENT DATED AS OF APRIL 23, 2013 BY AND BETWEEN NOVAS ENERGY (USA), INC. AND PANSIES LIMITED CREDIT AGREEMENT dated as of April 23, 2013, by and between Novas Energy (USA), Inc., a corporation formed under the laws of the State of Delaware with an address at 1701 Commerce Street, Houston, Texas 77002 (“Novas”) and Pansies Limited, a company formed under

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.

Novas Energy (USA), Inc. (A Development Stage Enterprise) Index to Financial Statements

EX-99.1 4 ex99-1.htm Exhibit 99.1 Novas Energy (USA), Inc. (A Development Stage Enterprise) Index to Financial Statements Report of Independent Auditors’ 2 Balance Sheet as of December 31, 2012 4 Statement of Operations for the period June 19, 2012 (Inception) to December 31, 2012 5 Statement of Changes in Stockholders’ Deficit for the period June 19, 2012 (Inception) to December 31, 2012 6 Statem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - FORM 8-K

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): March 6, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction (Commission (I.R.S. Em

PROPELL TECHNOLOGIES GROUP INC. EMPLOYMENT AGREEMENT

PROPELL TECHNOLOGIES GROUP INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), made effective as of March 6, 2013 (the “Effective Date”), by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 1701 Commerce Street, 2nd Floor, Houston, Texas 77002 (the “Company”), its subsidiaries, successors and a

PROPELL TECHNOLOGIES (OTCQB: PROP) ANNOUNCES TRANSACTION WITH NOVAS ENERGY USA Novas To Become Wholly Owned Subsidiary of Propell in Share Exchange

PROPELL TECHNOLOGIES (OTCQB: PROP) ANNOUNCES TRANSACTION WITH NOVAS ENERGY USA Novas To Become Wholly Owned Subsidiary of Propell in Share Exchange San Anselmo, Feb 4, 2013 / PRWEB/ — Propell Technologies Group, Inc.

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made this 4th day of February, 2013 by and among, Propell Technologies Group, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

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): February 4, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or other jurisdiction of incorporation) (Commission Fil

Silberstein Ungar, PLLC CPAs and Business Advisors

Silberstein Ungar, PLLC CPAs and Business Advisors Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.

Financial Statements and Exhibits

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 17, 2013 PROPELL TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or other jurisdiction of incorporation) (Commission Fil

- NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 31, 2012 PROPELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

CERTIFICATE OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PROPELL CORPORATION

Exhibit 3.1 CERTIFICATE OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PROPELL CORPORATION PROPELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That the Certificate of Incorporation is hereby amended by replacing ARTICLE FIRST in its entirety with: “FIRST: The name of th

- FORM DEF 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) x Definitive Information Statement PROPELL CORPORATION (Exact name of registrant as specified in its charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

- SHEDULE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) ¨ Definitive Information Statement PROPELL CORPORATION (Exact name of registrant as specified in its charter) Payment of Filing Fee (Check the appropriate box): x No fee required.

EX-3.1

v318516ex3-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 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): July 6, 2012 PROPELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

- NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 000-53488 NOTIFICATION OF LATE FILING Check One: x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Year Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

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 9, 2012 PROPELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-53488 26-1856569 (State or Other Jurisdiction of Incorporation) (Commission Fil