MMEX MMEX Resources Corporation (PK)

Item 3.02 Unregistered Sales of Equity Securities

Effective September 18, 2018, we facilitated the purchase by GS Capital Partners, LLC of our outstanding convertible note in the original principal amount of $120,000 previously issued to One44 Capital LLC for a price equal to the redemption price of such note ($182,342.47). We issued to GS Capital Partners a 10% convertible note in the principal amount of $70,000 in consideration of its payment of the redemption premium to One44 Capital and related discount and expenses. GS Capital Partners, at its option, may convert the unpaid principal balance of, and accrued interest on, the new convertible 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 18, 2019. We may redeem the note at redemption prices ranging from 130% to 145% 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.