TERM SHEET
Ordinary Shares
| Field | Details |
|---|---|
| Asset Code | PETRO |
| Issuer Address | 0x0... |
| Issuer | PETRO LTD, a Wyoming oil and gas holding corporation |
| Network | Stellar Network |
| Security Type | Ordinary Shares (the “Shares”), no par value |
| Offering Amount | 100,000,000 shares |
| Initial Price | USD 1 per share |
| Minimum Investment | The minimum purchase amount is 25,000 shares (USD 25,000) per investor, subject to the issuer’s discretion to accept lower amounts. |
| Exchange | Stellar Distributed Exchange (SDEX) |
| Use of Proceeds | Net proceeds will be allocated to the issuer’s investment holdings in oil and gas assets and for general corporate purposes. |
| Listing | The shares will be listed on the Stellar blockchain, according to the herein stated Asset Code and Issuer Address. |
| Custody | Shares will be issued as digital tokens on the Stellar Network. Investors must maintain a Stellar-compatible wallet to hold or trade the shares. The issuer is not responsible for the custody, security, or loss of private keys associated with investor wallets. |
| Securities Law | The shares are offered pursuant to exemptions from the Securities Act of 1933 under Regulation S for non-U.S. persons in offshore transactions and Regulation D, Rule 506(c), for accredited investors in the United States. The issuer will verify the accredited status of U.S. investors. The shares are not registered with the SEC and are not available to non-accredited U.S. investors. |
| Restrictions | The shares are not available to non-U.S. persons in Israel or countries under comprehensive U.S. sanctions enforced by OFAC, including Afghanistan, Belarus, Burma (Myanmar), the Central African Republic, the Democratic Republic of the Congo, Ethiopia, Iraq, Lebanon, Libya, Mali, Nicaragua, Russia, Somalia, Sudan, South Sudan, Venezuela, Yemen, and Zimbabwe. In the United States, shares may only be offered or sold to accredited investors as defined under Regulation D, Rule 506(c), subject to verification. |
| AML/KYC | All investors, including U.S. accredited investors, must undergo AML and KYC verification to comply with U.S. and international regulations. The issuer or its agent will conduct such checks prior to issuance or transfer of shares. |
| Verification | U.S. investors must provide documentation to verify accredited investor status, including but not limited to tax returns, financial statements, or a letter from a certified accountant or attorney, as required under Regulation D, Rule 506(c). |
| Resale Restrictions | Shares sold to U.S. accredited investors under Regulation D are subject to a one-year holding period under Rule 144, unless registered or otherwise exempt. Transfers on the Stellar Distributed Exchange must comply with U.S. securities laws. |
| Lockup Enforcement | For U.S. accredited investors, a one-year lockup period is enforced under Rule 144 by requiring issuer authorization for all transfers of the PETRO asset from their Stellar accounts, using the AUTH_REQUIRED and AUTH_REVOCABLE flags. |
| Subscription Process | Investors must subscribe through the issuer’s web application, providing name, email, government-issued ID, residential address, and Stellar wallet public key. Investors must undergo AML/KYC verification. U.S. investors must also provide documentation to verify accredited investor status. Upon verification, and after payment, shares are issued to the investor’s Stellar wallet, subject to a one-year lockup for U.S. investors enforced via account-level restrictions. |
| Tax Considerations | Shareholders are responsible for any taxes arising from the ownership, transfer, or sale of the shares. The issuer will not withhold taxes on behalf of shareholders. Investors should consult tax advisors to understand obligations in their jurisdictions. |
| Governance | The Company is governed by a board of directors, which holds sole decision-making authority over corporate matters, including strategy, operations, and major transactions. Shareholders have no voting rights and cannot influence governance decisions. |
| Dilution | Dilution: As of August 1, 2025, the Company has 25,000,000 Ordinary Shares outstanding. This offering includes up to 100,000,000 Ordinary Shares at an offering price of $1 per share. The issuance of new shares will dilute the ownership percentage of existing shareholders. New investors will also experience dilution in net tangible book value per share, depending on the number of shares sold and the final offering price. Assuming the maximum offering amount of 100,000,000 shares are sold at $1.00 per share, the pro forma net tangible book value per share post-offering would be approximately $0.86. If fewer shares are sold, dilution to new shareholders will be more severe. |
| Risks | Investing in the shares involves significant risks, including but not limited to credit risk, market risk, liquidity risk, sector risk, regulatory risk, operational risk, risk of loss, and management risk. The issuer’s financial health and operational performance may be adversely affected by external and internal factors such as changes in economic conditions, commodity price swings, geopolitical events, environmental factors, or disruptions in the Company’s oil and gas businesses, including production issues or financial challenges. Token value on SDEX may fluctuate due to market conditions or trends in the oil and gas sector. Limited trading volume on SDEX may hinder the ability to buy or sell tokens at desired prices. Changes in securities or blockchain regulations may restrict token trading or holding. Company decisions regarding acquisitions or operations may negatively impact portfolio performance. Without dividends or redemption options, token holders rely solely on trading or liquidation for value with no guaranteed returns. U.S. investors face additional risks, including potential regulatory actions by the SEC if the shares are deemed non-compliant with U.S. securities laws, and restrictions on resale that may limit liquidity. Potential investors must conduct thorough due diligence and consult with financial, legal, and tax advisors before investing. |
| Voting Rights | The shares carry no voting rights. Shareholders, including the manager, will not have the ability to vote on corporate matters, including but not limited to the election of directors, approval of mergers, or other significant corporate actions. |
| Dividends | The shares are non-dividend paying. The issuer has no obligation to declare or pay dividends, and any future dividend payments, if any, will be at the sole discretion of the Board of Directors. |
| Transferability | The shares are freely transferable on the Stellar Distributed Exchange, subject to compliance with applicable securities laws and the restrictions outlined herein. Transfers may be subject to verification to ensure compliance with Regulation S, Regulation D, and OFAC restrictions. Management shares are subject to the same transferability terms unless otherwise specified in the incentive plan. |
| Redemption | The shares are not redeemable at the option of the shareholder. The issuer reserves the right to repurchase shares at its discretion, subject to market conditions and approval by the Board of Directors. |
| Amendments | The Company reserves the right to restate, change, or amend any of the terms contained herein as determined by the Board of Directors. |
| Governing Law | The shares are governed by the laws of Wyoming, with disputes resolved through arbitration in accordance with the rules of the American Arbitration Association. |
| Arbitration Venue | Any disputes arising from this term sheet or the shares will be resolved through arbitration in Cheyenne, Wyoming. |