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TORONTO, Canada, November 30, 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, and amended as of November 14, 2018, between PetroMaroc and Wolverine Energy and Infrastructure Inc. (“Wolverine“), pursuant to which Wolverine will acquire all of the issued and outstanding common shares of PetroMaroc by way of a court-approved plan of arrangement under the provisions of the Canada Business Corporations Act (the “Transaction“).
Receipt of Conditional Approval from TSXV
The Company is pleased to announce that the TSX Venture Exchange (“TSXV“) has conditionally approved the listing of Wolverine’s common shares. Listing is subject to the completion of customary listing requirements of the TSXV, including receipt of all required documentation. Listing will also be subject to receipt of shareholder approvals, approval of the Ontario Superior Court of Justice (Commercial List) (the “Court“), completion of Wolverine’s $5,000,000 private placement convertible debt financing (the “Concurrent Financing“) and completion of the Transaction. Subject to satisfaction of these and other conditions, a subsequent announcement will be made regarding the expected date for the commencement of trading.
Further information regarding the Transaction is included in the information circular of PetroMaroc dated November 14, 2018 (the “Circular“) and the Arrangement Agreement, both of which have been filed on the SEDAR profile of PetroMaroc on the SEDAR website at www.sedar.com.
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”.
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:
Chief Financial Officer
Tel: +44 (0) 7722 491084
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 (including with respect to obtaining the requisite approvals of PetroMaroc’s shareholders, the Court and the TSXV) and the anticipated listing of Wolverine’s common shares. 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 and the Concurrent Financing; and the TSXV policies not changing. 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: failure to obtain final approval of the TSXV, failure to obtain the required shareholder approvals to the Transaction; failure to obtain Court approval; the risk that the parties will not proceed with the Transaction and/or the Concurrent Financing and that the conditions to closing the Transaction and/or the Concurrent Financing will not be satisfied in the manner or on the timelines anticipated or at all; that the ultimate terms of the Transaction and the Concurrent Financing will differ from those currently contemplated; 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.