Filed Pursuant to Rule 253(g)(2)
File No. 024-11446
CW PETROLEUM CORP
$32,000,000
66,666,666 SHARES OF COMMON STOCK
$0.48 PER SHARE
This Post-Qualification Offering Circular Supplement No. 3 (the “Supplement”) supplements the offering circular of CW Petroleum Corp., dated March 25, 2021, as qualified on March 15, 2021, and as may be amended and supplemented from time to time (the “Offering Circular”), to add, update and/or replace information contained in the Offering Circular as expressly set forth herein. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.
Incorporation by Reference of Offering Circular
The Offering Circular, including this Supplement, is part of an offering statement (File No. 024-11446) that we filed with the Securities and Exchange Commission (the “Commission”). We hereby incorporate by reference into this Supplement all of the information contained in Part II of the Offering Circular, as well as Offering Circular Amendment No. 1 filed with the Commission on March 25, 2021. Please note that any statement that we make in this Supplement (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular amendment or post-qualification amendment.
The purpose of this Supplement is to disclose:
● | Change in price per share of our Common Stock from $0.60 to $0.48; and | |
● | Change in the maximum offering amount to $32,000,000 to reflect the price per share of $0.48. |
Change in Price Per Share and Maximum Offering Amount
Effective as of the date of filing of this Supplement with the Commission and for all shares of Common Stock offered by us pursuant to the Offering Circular, we will offer and sell on a continuous basis, up to 66,666,666 shares of our Common Stock at a price of $0.48 per share. The aggregate initial offering price of our Common Stock will not exceed $32,000,000 and there is no minimum offering amount.
Except as expressly set forth herein, the offering of our Common Stock, as described in the Offering Circular, as amended or otherwise supplemented by our public reports filed with the Commission and available at the Commission’s website, www.sec.gov, which we incorporate by reference in the Offering Circular, remains unchanged.