PetroMaroc Announces Appointment of Additional Independent Director upon completion of the Arrangement with Wolverine Energy and Infrastructure Inc.

TORONTO, Canada, December 17, 2018. PetroMaroc Corporation (TSXV: PMA), (the “Company” or “PetroMaroc“) wishes to provide an update regarding the arrangement agreement (the “Arrangement Agreement“) dated September 7, 2018 between PetroMaroc and Wolverine Energy and Infrastructure Inc. (“Wolverine“), as amended by an amending agreement dated November 14, 2018, pursuant to which Wolverine will acquire all of the issued and outstanding common shares of PetroMaroc (“PetroMaroc Shares“) by way of a court-approved plan of arrangement (the “Plan of Arrangement“) under the provisions of the Canada Business Corporations Act (the “Transaction“).

Appointment of Additional Independent Director  
The Company is pleased to announce that, subject to final TSX Venture Exchange (the “TSXV“) acceptance, David Heighington will be appointed to serve as an additional independent director on the board of directors of Wolverine (the “Wolverine Board“) immediately following the closing of the Transaction.   Mr. Heighington will also be appointed as a member of the Audit Committee of the Wolverine Board, and is considered “independent” and “financial literate” for the purposes of National Instrument 52-110 – Audit Committees.

Composition of the Wolverine Board and Executive Officers
Upon completion of the Transaction, the Wolverine Board will consist of four directors, being Jesse Douglas, Dennis A. Sharp, Dirk LePoole and David Heighington.

Mr. Douglas is the founder, controlling shareholder, director, President and Chief Executive Officer of Wolverine. He will continue to serve as the President and Chief Executive Officer of Wolverine on the completion of the Transaction. Since 2013, he has grown Wolverine in every year of its operations, despite significant economic headwinds in Western Canada. Mr. Douglas has a wealth of expertise in acquisitions and integrating new companies and is passionate about entrepreneurship. Prior to founding Wolverine, Mr. Douglas studied business at the University of Alberta and served in executive positions in Alberta-based construction firms.

Mr. Sharp will serve as non-executive Chair of the Wolverine Board on the completion of the Transaction. Mr. Sharp is a Professional Engineer who earned a degree in Geological Engineering from Queen’s University. During the past 50 years, Mr. Sharp has served in a variety of executive capacities in the private and public energy sectors including: Chairman and Chief Executive Officer of UTS Energy Corporation, CS Resources, Command Drilling; as a director of EnCana Corporation, PanCanadian Petroleum, Azure Dynamics; and as a director of many non-profit organizations, including The Calgary Philharmonic Orchestra, McGill Chamber Orchestra and Centaur Theatre Productions. In addition to serving on national and international technical committees, Mr. Sharp has published extensively. Mr. Sharp has served the industry as Chairman of the Canadian Association of Petroleum Producers and in 1997 was honoured as one of Canada’s “Master Entrepreneurs”.

Mr. LePoole is the President of Diversity Technologies Corporation (“Di-Corp“), a role he has held since 2011 and is a current director of the Petroleum Services Association of Canada. Mr. LePoole will serve as an independent director of Wolverine. Prior to his current role with Wolverine, Mr. LePoole held the roles of both Vice President of Marketing and Vice President of Operations of Di-Corp. Mr. LePoole has a Bachelor of Arts (Economics) from the University of Alberta and an MBA from the University of Southern California.

Mr. Heighington is the principal lawyer at Heighington Law Firm where he has been engaged in the areas of securities, corporate and commercial law in excess of 20 years. He has acted for a broad range of domestic and foreign issuers, with a particular emphasis in IPO’s, venture capital, and mergers and acquisitions, both domestic and cross-border transactions. In addition, he has acted as corporate secretary and/or a director of numerous public corporations listed on TSXV, engaged in the oil and natural gas, mining, industrial, technology and venture capital industries.  Mr. Heighington is a member of the Law Society of Alberta, Canadian Bar Association and Calgary Bar Association and received his B.A. from the University of Victoria in British Columbia in 1993 and his LLB. Hon. from the University of Durham in Durham, England in 1997.

In addition, the following information is provided regarding the senior officers of Wolverine:

Mr. John Carvalho is Chief Financial Officer, Chief Investment Officer and Corporate Secretary of Wolverine. Mr. Carvalho is also the President of Stone Oak Capital Inc., a boutique mergers and acquisition advisory firm in Western Canada. Prior to Stone Oak Capital Inc., Mr. Carvalho was director and vice president, Financial Advisory (Valuations and Corporate Finance) at Deloitte LLP. Mr. Carvalho holds the Corporate Finance designation from the Canadian Institute of Chartered Accountants, is a Chartered Business Valuator under the Canadian Institute of Chartered Business Valuators, and is a Chartered Accountant (CPA Alberta).

Mr. Rick Quigley is the Chief Operating Officer of Wolverine. Mr. Quigley served as Chief Executive Officer of Petrowest Corporation from October 2010 to May 2017. Prior to this role, Mr. Quigley served as the Co-Chief Operating Officer of Petrowest Energy Services General Partner Ltd. Mr. Quigley started his business career in the construction industry in 1987, owning and operating Quigley Contracting, based in Fort St. John, British Columbia.on played a key role as legal counsel during the restructuring and guided Planet Health through the process, which ultimately resulted in all secured and unsecured creditors being paid in full. Planet Health’s assets were ultimately acquired by a large private equity firm. Mr. Heighington was subsequently re-elected to the board of directors of Planet Health in August 2012.

Proposed Directors and Executive Officers’ Table
The Company also wishes to update the disclosure relating to directors and officers in its management information circular and proxy statement dated November 14, 2018 and filed under PetroMaroc’s SEDAR profile and mailed to its shareholders on November 21, 2018 in connection with its upcoming special meeting of shareholders to be held in Toronto, Ontario on Monday, December 17, 2018 (the “Circular”).

The name, residence, age, positions held with Wolverine and principal occupation during the preceding five years, and certain other information concerning each of the directors and officers of Wolverine following the completion of the Transaction are set forth below:

Name, Age and Residence

Proposed Position with Wolverine(1)

Principal Occupation for the preceding Five Years

Director of Wolverine Since

Number of common shares of Wolverine held or controlled(2)

Jesse Douglas Edmonton, AB (39)

Director, President and Chief Executive Officer

Director, President and Chief Executive Officer of Wolverine

December 2017

50,099,000

Dennis A. Sharp Calgary, AB (81)

Non-Executive Chairman of the Wolverine Board

Chairman and Chief Executive Officer of PetroMaroc

Elected effective upon closing of the Transaction

144,636(3)

Dirk LePoole Edmonton, AB

(48)

Independent Director

President and Director of Di-Corp

Elected effective upon closing of the Transaction

Nil

David Heighington Calgary, AB

(50)

Independent Director

Principal lawyer at Heighington Law Firm

Appointed effective upon closing of the Transaction

Nil

John Carvalho Edmonton, AB

(42)

Chief Financial Officer, Chief Investment Officer and Corporate Secretary

Chief Financial Officer, Chief Investment Officer and Corporate Secretary of Wolverine; President of Stone Oak Capital Inc.

N/A

Nil(4)

Rick Quigley Fort St. John, BC

(52)

Chief Operating Officer

Chief Executive Officer at Petrowest Corporation

N/A

2,646,000

 

Notes:
(1) Assumes completion of the Transaction.
(2) Includes both indirect beneficial holdings. Assumes completion of the Transaction.
(3) Excludes (i) 92,649 common shares of Wolverine issuable upon exercise of options and (ii) 500,000 common shares of Wolverine issuable in connection with the 500 subscription receipts of Wolverine that Mr. Sharp purchased in connection with Wolverine’s private placement financing that closed on December 14, 2018. Each subscription receipt is exchangeable for $1,000 principal amount convertible unsecured subordinated debenture, which is convertible into common shares of Wolverine at a conversion price of $1.00 per share.
(4) Mr. Carvalho is a minority shareholder of Wolverine Management Services Inc., which holds 38,129,000 common shares of Wolverine.

Following completion of the Transaction, the directors, officers, promoters and insiders of Wolverine, as a group, will control directly or indirectly, 52,889,636 common shares of Wolverine, representing 63.82% of the total issued and outstanding common shares of Wolverine on a non-diluted basis and 54.93% on a fully-diluted basis. It is anticipated that in connection with closing of the Transaction, all securities held by directors, officers or 10% shareholders of Wolverine will be held pursuant to the terms of a surplus security escrow agreement for Tier 1 issuers in accordance with the policies of the TSXV.

The Company also wishes to update the disclosure in the Circular under the subheading “Corporate Cease Trade Orders or Bankruptcies” under the heading, “Information Concerning the Resulting Issuer” of the Circular to include the following information:

On August 15, 2017, certain secured creditors of Petrowest Corporation (“Petrowest“) applied to the Court of Queen’s Bench of Alberta and received an order under the Companies’ Creditors Arrangement Act (“CCAA“) placing Petrowest into receivership and appointing a receiver to oversee the sale of Petrowest’s assets for the benefit of its creditors.  Rick Quigley was the Chief Executive Officer of Petrowest from October 2010 until May 2017, prior to which he also served as the Co-Chief Operating Officer of Petrowest Energy Services General Partner Ltd., a subsidiary of Petrowest.   Mr. Quigley is the Chief Operating Officer of Wolverine and will continue to serve in this role following completion of the Transaction.

On April 29, 2010, Planet Organic Health Corp. (“Planet Health“) filed a voluntary petition to the Ontario Superior Court of Justice for an order under the CCAA seeking a stay of proceedings while Planet Health and its subsidiaries pursued restructuring alternatives under CCAA protection. David Heighington was a director of Planet Health from 2007 until March 2010.  Mr. Heighington played a key role as legal counsel during the restructuring and guided Planet Health through the process, which ultimately resulted in all secured and unsecured creditors being paid in full.  Planet Health’s assets were ultimately acquired by a large private equity firm.  Mr. Heighington was subsequently re-elected to the board of directors of Planet Health in August 2012.

PetroMaroc
PetroMaroc holds net profit interests in respect of certain oil and gas properties in Morocco, but is otherwise inactive. PetroMaroc is a public company and its common shares are listed on the TSXV under the symbol “PMA”.

Further Information
Further details about the Transaction and the information are provided in the Circular.

Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of PetroMaroc will remain halted until further notice.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information contact:
PetroMaroc Corporation Martin Arch
Chief Financial Officer
Tel: +44 (0) 7722 491084

Cautionary Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on PetroMaroc’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the details of the Transaction, the composition of the board of directors and management of Wolverine following completion of the Transaction and escrow requirements that will be applicable to directors, officers and 10% shareholders following completion of the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to PetroMaroc. The material factors and assumptions include the parties to the Transaction being able to obtain the necessary shareholder, court and regulatory approvals; the satisfaction of the conditions to closing the Transaction; TSXV policies not changing; approval of the additional independent director by the TSXV. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSXV, the failure to obtain the required shareholders’ approval to the Transaction; failure to obtain court approval in respect of the Transaction; the risk that the parties will not proceed with the Transaction and that the conditions to closing the Transaction will not be satisfied in the manner or on the timelines anticipated or at all; that the ultimate terms of the Transaction will differ from those currently contemplated; that the anticipated directors and officers of Wolverine following completion of the Transaction will not be able or willing to continue to act following the closing of the Transaction; that an additional director will not be approved by the TSXV on the timelines anticipated or at all; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. PetroMaroc cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and PetroMaroc is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.