Washington, D.C. 20549

(Rule 14d-101)

Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 12)


(Name of Subject Company)


(Name of Person(s) Filing Statement)

Ontario, Canada
(Jurisdiction of Subject Company's Incorporation or Organization)

Common Shares
(Title of Class of Securities)

(CUSIP Number of Class of Securities)

Dr. Vladimir Podlipskiy
Interim CEO
Petroteq Energy Inc.
15315 W Magnolia Blvd, Suite 120

Sherman Oaks, California 91403

(800) 979-1897
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)

With copies to:

Robbie Grossman Herbert (Herb) I. Ono
DLA Piper (Canada) LLP McMillan LLP
1 First Canadian Place, Suite 6000
PO Box 367, 100 King St W
Toronto, Ontario
Canada M5X 1E2
(416) 365-3500
Royal Centre, Suite 1500
1055 W Georgia St, PO Box 1117
Vancouver, BC
Canada V6E 4N7
(604) 689-9111

 Check this box if the filing relates solely to preliminary communications made before the commencement a tender offer.

This Amendment No. 12  to  Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the "Statement") originally filed by Petroteq Energy Inc. ("Petroteq" or the "Company") on November 9, 2021.  Except as otherwise indicated, the information set forth in the Statement remains unchanged.  Capitalized terms used but not defined herein have the meanings ascribed to them in the original Schedule 14D-9.  This Amendment is being filed to reflect certain updates as set forth below.

On August 29, 2022, Petroteq has announced that 2869889 Ontario Inc., an indirect, wholly-owned subsidiary of Viston United Swiss AG (together, "Viston") has withdrawn its offer (the "Viston Offer") to acquire all of the issued and outstanding common shares in the capital of Petroteq ("Common Shares"), which was set to expire at 5:00 p.m. (Toronto time) on September 9, 2022.

In accordance with the terms and procedures set out in the Viston Offer, Viston advises that Petroteq shareholders  that have tendered their Common Shares to the Viston Offer will have their Common Shares returned by Kingsdale Advisors ("Kingsdale") as soon as practicable.

Item 9. Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

Exhibit No. Description
(a)(5)(K) News Release of the Company dated August 29, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    /s/ Dr. Vladimir Podlipskiy
Dated: August 29, 2022 By: 

Dr. Vladimir Podlipskiy

    Interim CEO