TORONTO, ONTARIO–(Marketwired – Oct. 30, 2015) – PetroMaroc Corporation plc (TSX VENTURE:PMA) (the “Company” or “PetroMaroc“) is pleased to announce it intends to complete a secured, non-convertible debenture financing (the “Financing“) of Cdn $1.0 million (the “Debenture“) with an arms’ length investor, the proceeds of which will be used for general working capital purposes. It is expected that the Debenture will mature on April 10, 2016 (the “Maturity Date“) and will bear interest at a rate of 15% per annum, calculated and payable in arrears, in cash, on the Maturity Date. The Financing is subject to approval by the TSX Venture Exchange (the “TSXV“).
No warrants will be issued, and no commission and/or finders’ fee will be payable in connection with the Financing. The Debenture will be subject to a four-month hold period under Canadian securities laws from the date of issuance.
The obligations of the Company under the Debenture will be secured by a security interest in the Company’s present and after acquired property and, in connection therewith, the Company and holder of the Debenture (the “Debentureholder“) will execute a general security agreement under the laws of Jersey (Channel Islands) providing a security interest in favour of the Debentureholder. The Debenture will provide customary events of default including failure to pay interest when due within 30 days, failure to repay principal on redemption or maturity, and the occurrence of insolvency events or proceedings.
In connection with the issuance of the Debenture, the Company will enter into a priorities agreement with the Debentureholder and holders of the (the “2014 Debentureholders“) of the Cdn $9.7 million secured, convertible debentures (the “2014 Debentures“) issued by the Company on April 10, 2014, as amended by the waiver and amending agreement dated June 10, 2015 between the 2014 Debentureholders and the Company, pursuant to which, among other things, the Debenture will rank as to principal and interest equally with the 2014 Debentures.
The Company intends to refinance or repay the indebtedness under the Debenture through a future corporate restructuring process, in conjunction with restructuring of the 2014 Debentures.
The Company is advancing discussions with a number of interested parties via the strategic and financial alternatives process, with a focus on relieving the financial burden of the Company’s current debt structure, and obtaining additional financing necessary to fund ongoing operations. The Company is actively engaged in discussions with stakeholders to establish a more permanent solution to restructure the Company’s debt and share capital, which may require a shareholders’ meeting. In order to fund current operational commitments and to fund additional evaluation of Sidi Moktar, PetroMaroc will be required to complete additional financings and/or incur additional debt in the future.
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. PetroMaroc is a public company listed on the TSX Venture Exchange under the symbol “PMA”.
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 ability of the Company to complete the Financing, to obtain the approval of the Financing by the TSXV, to complete any future corporate restructuring process, to secure immediate capital in the near term to remain a going concern; PetroMaroc’s plans, intentions, beliefs and current expectations with respect to the ability of the Company to meet its obligations under the Debenture and the 2014 Debentures, and otherwise meet its outstanding financial and other obligations; management’s plans, intentions, beliefs and current expectations regarding PetroMaroc’s future business operations, well drilling and operating activities and performance of the Company; and management’s plans and expectations regarding further well drilling activities and the results of those activities.
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: receipt of the TSXV approval of the Financing; the Company’s ability to complete any future corporate restructuring process, the Company’s ability to negotiate and enter into any agreement or transaction seeking to maximize shareholder value and the price PetroMaroc is able to realize in such a transaction; 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 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.
PetroMaroc Corporation plc
Chief Financial Officer and Secretary
+44 (0) 20 3137 7756
PetroMaroc Corporation plc
VP Commercial Development
+44 (0) 20 3137 7756