MMEX Resources issues 27.5B shares for ~$1.38M debt

Q: How many shares did MMEX issue to consultants?

MMEX issued 27,483,541,015 shares of common stock to participating consultants and related parties, converting approximately $1.38 million of outstanding consultant obligations. The unregistered issuance relied on Securities Act Section 4(a)(2) and Regulation D.

The proposed North and previously approved South facilities are designed for approximately 60,000 barrels of crude oil processing per day.

Available on EDGAR 11/05/2026 - 08:31 AM EST Accepted by SEC EDGAR 11/05/2026 - 08:30 AM EST

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

MMEX Resources Corp issued 27,483,541,015 shares of common stock to participating consultants and related parties under previously disclosed consulting and advisory agreements, converting approximately $1.38 million of outstanding consultant obligations into equity. The issuance was unregistered and relied on exemptions under Securities Act Section 4(a)(2) and Regulation D.

Effective October 30, 2026, project affiliate Pecos UltraClean Refining, LLC received notice that the Texas Commission on Environmental Quality approved the Permit by Rule registration application for proposed UltraClean Refinery North in Pecos County, Texas; South had previously received approval. Together, the facilities are designed for aggregate processing capacity of approximately 60,000 barrels of crude oil per day and production of 22,344 barrels per day of Ultra Low Sulfur Diesel. MMEX stated it intends to continue financing, engineering, procurement and construction planning.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 0 points

How the balance works

Positive

Moderate pointNorth Permit by Rule approval; designed capacity: approximately 60,000 barrels per day.

Negative

None.

Filing Explained

The completed issuance of 27,483,541,015 shares increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Common shares issued: 27,483,541,015 shares Consultant obligations converted: Approximately $1.38 million Aggregate processing capacity: Approximately 60,000 barrels of crude oil per day +1 more

4 metrics

Common shares issued 27,483,541,015 shares Issued to participating consultants and related parties in debt conversion transactions

Consultant obligations converted Approximately $1.38 million Outstanding consultant obligations converted into equity

Aggregate processing capacity Approximately 60,000 barrels of crude oil per day Designed capacity of the UltraClean Refinery North and South facilities

Ultra Low Sulfur Diesel production 22,344 barrels per day Designed production of the UltraClean Refinery North and South facilities

Key Terms

debt conversion transactions, Permit by Rule registration application, Section 4(a)(2), Regulation D, +1 more

5 terms

debt conversion transactions financial

"completed debt conversion transactions with certain key consultants"

Permit by Rule registration application regulatory

"approving the Permit by Rule registration application"

Section 4(a)(2) regulatory

"exemptions from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Section 4(a)(2) under the Securities Act and Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Ultra Low Sulfur Diesel technical

"production of 22,344 barrels per day of Ultra Low Sulfur Diesel"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did MMEX issue to consultants?

MMEX issued 27,483,541,015 shares of common stock to participating consultants and related parties, converting approximately $1.38 million of outstanding consultant obligations. The unregistered issuance relied on Securities Act Section 4(a)(2) and Regulation D.

What did TCEQ approve for MMEX?

Effective October 30, 2026, Pecos UltraClean Refining, LLC received notice that TCEQ approved the Permit by Rule registration application for proposed UltraClean Refinery North in Pecos County, Texas. South had previously received approval; together, the facilities are designed for approximately 60,000 barrels of crude oil per day in processing capacity and 22,344 barrels per day of Ultra Low Sulfur Diesel production.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205490

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 30, 2026

MMEX RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

333-152608

26-1749145

(State of

incorporation)

(Commission File

Number)

(IRS Employer

Identification Number)

3600 W. Dickinson

Fort Stockton, Texas 79735

(Address of principal executive offices)

Registrant's telephone number, including area code: (855) 880-0400

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 of the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

Under previously disclosed consulting and advisory agreements, the Company completed debt conversion transactions with certain key consultants, including certain related parties. Pursuant to such transactions, participating consultants elected to convert a substantial portion of amounts owed by the Company into equity. In connection with these transactions, the Company issued an aggregate of 27,483,541,015 shares of its common stock to participating consultants and related parties pursuant to existing contractual arrangements. The transactions resulted in the conversion of approximately $1.38 million of outstanding consultant obligations into equity and further aligned the interests of participating consultants with those of the Company's stockholders.

The issuance of common stock described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

Item 8.01 Other Events.

Effective October 30, 2026, Pecos UltraClean Refining, LLC, a project affiliate of MMEX Resources Corporation (the "Company"), received notification from the Texas Commission on Environmental Quality ("TCEQ") approving the Permit by Rule registration application for the proposed UltraClean Refinery North facility located in Pecos County, Texas.

The Company further notes that the proposed UltraClean Refinery South facility has previously received TCEQ approval. Collectively, the UltraClean Refinery North and UltraClean Refinery South facilities are designed to provide aggregate processing capacity of approximately 60,000 barrels of crude oil per day with production of 22,344 barrels per day of Ultra Low Sulfur Diesel.

The Company believes the approvals represent a significant regulatory milestone in the development of the UltraClean Refinery complex and intends to continue advancing financing, engineering, procurement and construction planning activities for the project.

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.

	MMEX Resources Corporation

Date: November 5, 2026	By:	/s/ Jack W. Hanks
		Jack W. Hanks, President and
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents