Small Company Offering and Sale of Securities Without Registration (d)

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM D	OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)	Previous Name(s)   o None	Entity Type
0001538169	Alonquin Oil & Gas Ltd. Algonquin Oil & Gas Ltd	x Corporation o Limited Partnership o Limited Liability Company o General Partnership o Business Trust o Other
Name of Issuer
PetroShale Inc.
Jurisdiction of Incorporation/Organization
ALBERTA, CANADA

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
PetroShale Inc.

Street Address 1		Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
Calgary	ALBERTA, CANADA	T2P 4K9	[phone]

3. Related Persons

Last Name	First Name	Middle Name
Chernoff	M.	Bruce

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Rain	David

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Izzo	Tony

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Pallone	Dominic

Street Address 1	Street Address 2
303 E. 17th Avenue, Suite 940

City	State/Province/Country	ZIP/Postal Code
Denver	COLORADO	80203

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Herman	Brett

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Roorda	Jacob

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
McCagherty	Ken

Street Address 1	Street Address 2
3230, 421 - 7th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 4K9

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Shughart	Brooks	M.

Street Address 1	Street Address 2
600 Travis, Suite 6000

City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77002

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

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Last Name	First Name	Middle Name
Wood	Mike

Street Address 1	Street Address 2
303 E. 17th Avenue, Suite 940

City	State/Province/Country	ZIP/Postal Code
Denver	COLORADO	80203

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

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4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	x	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

x

New Notice

Date of First Sale

2018-08-14

o

First Sale Yet to Occur

o

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

o

Yes

x

No

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Subscription receipts and underlying common shares

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	x	Yes	o	No
Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$   0   USD

12. Sales Compensation

Recipient			Recipient CRD Number	x	None
Haywood Securities Inc.
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Haywood Securities (USA) Inc.			49696
Street Address 1			Street Address 2
200 Burrard Street, Suite 700

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3L6

State(s) of Solicitation	o	All States	o	Foreign/Non-US
COLORADO

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Recipient			Recipient CRD Number	x	None
Canaccord Genuity Corp.
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Haywood Securities (USA) Inc.			49696
Street Address 1			Street Address 2
2400, 520 - 3rd Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 0R3

State(s) of Solicitation	o	All States	x	Foreign/Non-US

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Recipient			Recipient CRD Number	x	None
National Bank Financial Inc.
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Haywood Securities (USA) Inc.			49696
Street Address 1			Street Address 2
1800, 311 - 6th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 3H2

State(s) of Solicitation	o	All States	x	Foreign/Non-US

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Recipient			Recipient CRD Number	x	None
Scotia Capital Inc.
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Haywood Securities (USA) Inc.			49696
Street Address 1			Street Address 2
1700, 255 - 6th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 1N2

State(s) of Solicitation	o	All States	x	Foreign/Non-US

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Recipient			Recipient CRD Number	x	None
Peters & Co. Limited
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Haywood Securities (USA) Inc.			49696
Street Address 1			Street Address 2
2300, 308 - 4th Avenue S.W.

City	State/Province/Country	ZIP/Postal Code
Calgary	ALBERTA, CANADA	T2P 0H7

State(s) of Solicitation	o	All States	x	Foreign/Non-US

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13. Offering and Sales Amounts

Total Offering Amount	$   3904065   USD	o Indefinite
Total Amount Sold	$   3904065   USD
Total Remaining to be Sold	$   0   USD	o Indefinite

Clarification of Response (if Necessary)

Cdn$1.3087 = US$1.00

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	4

15. Sales Commissions & Finders' Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$   2504   USD	o	Estimate
Finders' Fees	$   0   USD	o	Estimate

Clarification of Response (if Necessary)

Cdn$1.3087 = US$1.00

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$   0   USD

o

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

	In submitting this notice, each Issuer named above is:
	Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees. Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

	Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
	For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
PetroShale Inc.	/s/ David Rain	David Rain	Chief Financial Officer	2018-08-27