CALGARY, Alberta, January 14, 2015 /PRNewswire/ --
PetroMaroc Corporation plc. (TSXV: PMA) (the "Company" or
"PetroMaroc") has closed the non-brokered Private Placement (the
''Private Placement''), of units (the "Units") of the Company at a
price of Cdn $0.15 per Unit, raising
gross proceeds of Cdn $3 million.
PetroMaroc closed the first tranche of the Private Placement
raising Cdn $3 million on
November 4, 2014. Due to current
market conditions the second tranche of the Private Placement was
unsuccessful in raising additional funds. Each Unit consists of one
ordinary share (a "Common Share") of the Company and one-half of a
Common Share purchase warrant (a "Warrant"). Each whole Warrant is
exercisable into one Common Share (a "Warrant Share") for a period
of 18 months from closing at Cdn $0.30 per Warrant Share, provided that, if, at
any time following the date of issuance, the closing price of the
Common Shares on the TSX Venture Exchange (the "TSXV") is greater
than Cdn $0.45 for 30 consecutive
trading days, the Company may give notice to the holders of the
Warrants that the expiry time of the Warrants has been accelerated
and the Warrants will expire on the 20th business day
following the date of such notice. Holders of Warrants are
restricted from exercising Warrants without the approval of the
TSXV if, as a result of exercise, the holder would hold more than
20 percent of the issued Common Shares of the Company. In
connection with the Private Placement, the Company paid Cdn
$90,000 in finder's fees.
The securities issued under the Private Placement carry a
four-month hold period under Canadian securities laws from the date
of issuance. The Private Placement remains subject to the final
acceptance of the TSXV.
As previously announced, Dundee Capital Markets (''Dundee'') were appointed as the Company's
financial adviser in November 2014,
to evaluate financial and strategic alternatives that may include,
but are not limited to, farm-out of Sidi Moktar, sale of the
Company, merger or other business combination, recapitalization,
sale of all or a portion of the Company's assets, or any
combination thereof. Dundee will
also evaluate alternatives for PetroMaroc to continue its business
plan, among other alternatives. This evaluation process is
progressing and further updates will be provided in due course.
"All our efforts going forward are now focused on identifying a
financially strong and technically credible partner, and/or
organization, to assist us with moving the significant natural gas
accumulation we have located on our Sidi Moktar Exploration Licence
towards the commercial development of the Kechoula structure. While
the current market conditions will make this task challenging, we
are confident that the excellent quality of the asset will attract
considerable attention," said Tom
Feuchtwanger, PetroMaroc's President and CEO.
Parties who execute a confidentiality agreement will have access
to an online and physical data room, as well as management and
technical presentations. All interested parties should direct
enquiries to Dundee at the contact
information below.
The Private Placement supports near-term efforts while the
search for an industry partner progresses. The Company is prudently
managing the existing capital available, based upon the anticipated
timeline to conclude the review process.
In other news, the Company wishes to announce that it has
executed a debenture amending agreement (the "Debenture Amending
Agreement") with the holders of the Company's Cdn $9.7 million principal amount of debentures (the
"Debentures"), to amend the terms of the Debentures. Subject to the
approval of the TSXV, pursuant to the terms of the Debenture
Amending Agreement, the Company will issue up to 4,074,887 Common
Shares at a price of Cdn $0.06 per
Common Share of the Company in satisfaction of making a cash
payment in the amount of Cdn $244,493, which was due and payable on
December 31, 2014 (the "Q4 2014
Interest Payment"). In addition and subject to the approval
of the TSXV, in consideration of entering into the Debenture
Amending Agreement, the Company will pay the holders of the
Debentures a cash fee in the amount of Cdn $24,449, representing 10 percent of the Q4 2014
Interest Payment.
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. PetroMaroc is a public company listed on the TSX
Venture Exchange under the symbol "PMA".
Additional information about the Company can be found at
http://www.petromaroc.co and under the Company's SEDAR
profile at http://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 ability of the Company to successfully
complete a corporate reorganization or other financial or strategic
transaction.
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 inability of the Company to close the
Offering due to the state of the capital markets, 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; 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, Tom
Feuchtwanger, President and Chief Executive Officer, Tel:
+1-403-474-2775; Martin Arch, Chief
Financial Officer and Secretary, Tel: +44(0)20-3137-7756; Dundee
Capital Markets (Dundee Securities Europe LLP), Financial Adviser,
Derek Smith, Tel:
+44(0)20-3440-6885
SOURCE PetroMaroc Corporation plc