CALGARY, ALBERTA–(Marketwired – May 1, 2015) – PetroMaroc Corporation plc (TSX VENTURE:PMA) (the “Company” or “PetroMaroc”) announced that it has failed to meet the interest payment due on March 31, 2015 (the “March 31 Interest Payment”) on its Cdn$9.7 million principal amount of 10% secured convertible debentures (the “Debentures”). PetroMaroc is required to make quarterly interest payments on the Debentures on each of March 31, June 30, September 30 and December 31 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 allows 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. The Debentures are collateralized by substantially all of PetroMaroc’s assets, including the Company’s Sidi Moktar exploration licence. At March 31, 2015, the Debentures are outstanding in the principal amount of Cdn$9.7 million and accrued and unpaid interest at that date amounts to Cdn$239,178.
The Company wishes to advise that the holder of 51% of the principal amount owing under the Debentures has agreed to defer payment of the quarterly interest payments until the Maturity Date, including the March 31 Interest Payment, resulting in a reduced amount of $105,589.04 required to be paid to the remaining Debenture holders (the “Reduced Interest”). The Company also wishes to announce that it has located an arms’ length investor who has agreed, subject to all applicable approvals, including the receipt of TSX Venture Exchange and Debenture holders approvals, to advance to the Company sufficient funds to pay the Reduced Interest by way of an unsecured, promissory note bearing interest at the rate of 10% per annum and due on the earlier of i) April 30, 2016; and ii) ten (10) days after the Company receives the amount of US$2,500,000 being held in escrow pursuant to a Farm-in Agreement entered into between the Company and Maghreb Petroleum Exploration S.A. The investor will receive bonus warrants exercisable at C$0.05 per share until the Maturity Date.
The Company continues to be actively engaged in discussions with various stakeholders to recapitalize the Company. Strategic and financial alternatives under consideration are focused on relieving the financial burden of the Company’s current debt structure and obtaining additional financing necessary to fund ongoing operations. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner or at all.
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 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 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: the Company’s ability to make interest payment on the Debentures; its 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; the likelihood that the holders of the Debentures will demand immediate payment of the Debentures and seek to foreclose on PetroMaroc’s assets as a consequence of its existing default in the payment of principal and interest on the Debentures; 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
President and Chief Executive Officer
+1 403 474 2775
PetroMaroc Corporation plc
Chief Financial Officer and Secretary
+44 (0) 20 3137 7756