MMEX MMEX Resources Corporation (PK)

Item 3.02 Unregistered Sales of Equity Securities.

On September 17, 2018, we announced that, effective September 13, 2018, we issued and delivered to Vista Capital Investments, LLC a 12% convertible note in the original maximum principal amount of $550,000, prior to original discount of $50,000 (consisting of an initial advance of $100,000 on such date and possible future advances, less the prorated discount). The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 25 days prior to conversion. We may prepay the note at a 45% redemption premium during the first 90 days after issuance. The maturity date for each advance is two years from the date of advance.

We also announced that, effective September 13, 2018, we issued and delivered to GS Capital Partners, LLC a 10% convertible note in the principal amount of $110,000. The note was issued at a discount, resulting in our receipt of $100,000 after discount and expenses. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock (i) during the first 180 days, at a price of $.03 per share of common stock and (ii) thereafter at a 40% discount from the average of the three lowest trading price during the 25 days prior to conversion. The note matures on September 13, 2019. We may redeem the note at redemption prices ranging from 115% to 135% during the first 180 days after issuance.

Any issuance of the shares upon conversion of the note will be exempt from registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933.

We utilized the net proceeds of the notes to repurchase in full the outstanding convertible note held by JSJ Investments, Inc. for the repurchase price of $188,606.16.