PetroMaroc Issues Shares Pursuant to the Debenture Amending Agreement and Assesses Improvements to its Capital Structure

CALGARY, CANADA–(Marketwired – April 15, 2015) – PetroMaroc Corporation plc. (TSX VENTURE:PMA) (the “Company” or “PetroMaroc”) is pleased to announce that following receipt of the TSX Venture Exchange’s approval (see news release of February 20, 2015), the Company has completed its shares-for-debt settlement with the remaining two of the three holders (the “Debenture holders”) of the Company’s Cdn$9.7 million principal amount of debentures (the “Debentures”). Under this settlement, PetroMaroc issued an aggregate of 3,285,115 common shares of the Company (the “Shares”) at a deemed price of Cdn$0.06 per Share in satisfaction of making a cash payment to the Debenture holders in the amount of Cdn $197,106.85, which was due and payable on December 31, 2014. The number of Shares issued and outstanding following this issue totals 105,223,923.

The Shares were issued on April 15, 2015 and are subject to a hold period expiring on August 16, 2015.

PetroMaroc is required to make quarterly interest payments on the Debentures on each of March 31, June 30, September 30 and December 31 in each year until April 10, 2016. The Company has 30 days within which to pay the interest under the Debentures before triggering an event of default. Failure to pay the interest within this time period would allow the Debenture holders to declare the Cdn$9.7 million principal amount and all accrued interest on the Debentures immediately due and payable and to begin proceedings to realize upon the security held in connection with the Debentures.

As previously announced in the Company’s press release dated November 27, 2014, the Company has been searching for a strategic partner to develop the Sidi Moktar concession and appointed Dundee Securities Europe to assist in this initiative. The Company has been reviewing alternatives to address its capital structure with focus on debt reduction and alternatives for the Debentures. This process is continuing. There can be no assurance, however, that these initiatives will lead to a qualified partner being located or the timing of any transaction taking place or at all.

About PetroMaroc

PetroMaroc is an independent oil and gas company focused on its significant land position in Morocco. The Company has a 50 percent operated interest in the Sidi Moktar licence area covering 2,683 square kilometres and is working closely with Morocco’s National Office of Hydrocarbons and Mines (ONHYM) as a committed long-term partner to unlock the hydrocarbon potential of the region. Morocco offers a politically stable environment to work within and has favourable fiscal terms to energy producers.

Additional information about the Company can be found at www.petromaroc.co and under the Company’s SEDAR profile at www.sedar.com.

Special Note Regarding Forward Looking Statements

This press release contains forward-looking statements. Such forward-looking statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “project”, “potential”, “targeting”, “intend”, “could”, “might”, “continue” or the negative of these terms or other similar terms. Forward-looking statements in this press release include, but are not limited to, statements regarding the capital structure review, potential debt or equity financings and further evaluation of the Company’s Sidi Moktar licence.

Forward-looking statements are only predictions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in this press release include, but are not limited to: general economic conditions in Canada, the Kingdom of Morocco and globally; industry conditions, including fluctuations in the price of oil and gas, governmental regulation of the oil and gas industry, including environmental regulation; fluctuation in foreign exchange or interest rates; risks inherent in oil and gas operations; political risk, including geological, technical, drilling and processing problems; unanticipated operating events which could cause commencement of drilling and production to be delayed; the need to obtain consents and approvals from industry partners, regulatory authorities and other third-parties; stock market volatility and market valuations; competition for, among other things, capital, acquisitions of reserves, undeveloped land and skilled personnel; incorrect assessments of the value of acquisitions or resource estimates; any future inability to obtain additional debt or equity funding, when required, on acceptable terms or at all; credit risk; changes in legislation; any unanticipated disputes or deficiencies related to title matters; dependence on management and key personnel; and risks associated with operating in and being part of a joint venture.

Although the forward-looking statements contained in this press release are based upon factors and assumptions which management of the Company believes to be reasonable, the Company cannot assure that actual results will be consistent with its expectations and assumptions. Undue reliance should not be placed on the forward-looking statements contained in this news release as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. These statements speak only as of the date of this press release, and the Company does not undertake any obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of PetroMaroc in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.


Contact Information:
PetroMaroc Corporation plc.
Tom Feuchtwanger
President and Chief Executive Officer
+1 403 474 2775

Martin Arch
Chief Financial Officer and Secretary
+44 (0) 20 3137 7756