Greenfields Petroleum Corporation
TSX VENTURE : GNF.S

Greenfields Petroleum Corporation

July 14, 2011 20:00 ET

Greenfields Petroleum Corporation Announces Proposed Corporate Redomestication and Annual General and Special Meeting Date

HOUSTON, TEXAS--(Marketwire - July 14, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF.S), an independent exploration and production company with assets in Azerbaijan, announces that the Annual General and Special Meeting (the "Meeting"), convened by an order dated July 13, 2011, of the Grand Court of the Cayman Islands, will be held at 10:00 a.m. (Mountain Standard Time) on Thursday, August 11, 2011, in the Leduc Room, The Fairmont Palliser, 133 – 9th Avenue S.W., Calgary, Alberta, Canada, for the purposes set forth in the Notice of Annual General and Special Meeting and the management information circular, dated July 13, 2011 (together with the form of proxy, the "Meeting Materials"). The Meeting Materials have been mailed to the holders of common shares in the capital of Greenfields ("Greenfields Shares") as of the record date of July 11, 2011. The Meeting Materials are also available electronically on SEDAR at www.sedar.com.

The Greenfields Shares are currently subject to a one year distribution compliance period and deemed to be "restricted securities" under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and are therefore subject to certain restrictions on transfer to U.S. persons (the "Resale Restrictions"). As such, all certificates evidencing the Greenfields Shares bear a restrictive transfer legend and Greenfields' trading symbol on the TSX Venture Exchange (the "TSXV") contains a ".S" designation to alert investors to the existence of the Resale Restrictions.

At the Meeting, in addition to electing the directors for the ensuing year, appointing the auditors for the ensuing year and ratifying the stock option plan, holders of Greenfields Shares ("Greenfields Shareholders") will be asked to consider, and if deemed appropriate, approve a corporate redomestication of Greenfields, that, if completed, would be expected to result in the ".S" designation not applying to the trading symbol of the redomesticated company and the outstanding shares of the redomesticated company becoming freely tradeable by its U.S. shareholders (other than affiliates). The corporate redomestication will result in the holders of securities of Greenfields holding securities in a Cayman Islands exempted company rather than a Delaware corporation (the "Redomestication").

The Redomestication will involve three primary steps:

  • First, Greenfields will merge with Greenfields Petroleum (Arizona) Corporation ("AZco"), an Arizona corporation and a wholly-owned subsidiary of Greenfields, with AZco surviving the merger and resulting in Greenfields Shareholders becoming shareholders of AZco ("AZco Shareholders");
  • Second, AZco will become a Cayman Islands exempted company pursuant to a transfer of domicile procedure under Arizona law and continuation procedure under Cayman Islands law; and
  • Third, AZco will amalgamate with Greenfields Petroleum (Cayman-Sub) Corporation ("Cayco"), a wholly-owned subsidiary of AZco formed in the Cayman Islands, pursuant to a scheme of arrangement pursuant to sections 86 and 87 of Cayman Islands Companies Law (2010 Revision) (the "Scheme") involving AZco, Cayco and the AZco Shareholders at the effective time of the amalgamation, with Cayco surviving the amalgamation (following the amalgamation, referred to as "Amalco").

Upon completion of the Redomestication, Greenfields Shareholders will become shareholders of Amalco. Pursuant to the terms of the Redomestication, Greenfields Shareholders will receive one common share in the capital of Amalco ("Amalco Share") for each Greenfields Share formerly held. The number of Greenfields Shares a Greenfields Shareholder owns (or has rights to acquire) and the percentage ownership such Greenfields Shareholder has of Greenfields' outstanding Greenfields Shares will not change as a result of the Redomestication. A Greenfields Shareholder will hold that number of Amalco Shares that is equal to the number of Greenfields Shares that such shareholder held immediately prior to the completion of the Redomestication. In addition, a Greenfields Shareholder will hold the same rights to acquire Amalco Shares that are equal to the rights such shareholder held immediately prior to the completion of the Redomestication to acquire Greenfields Shares.

The effect of the Redomestication will be to change Greenfields' domicile from Delaware to the Cayman Islands. Following the completion of the Redomestication, Amalco would qualify as a "foreign private issuer" for the purposes of the United States securities laws which is expected to result in the ".S" designation not applying to the outstanding Amalco Shares.

To be approved, the Redomestication requires a majority in number representing not less than seventy-five per cent (75%) in value of the Greenfields Shareholders present and voting at the Meeting, either in person or by proxy, to vote in favour of the Redomestication.

Greenfields has applied to the TSXV to list the Amalco Shares issuable pursuant to the Redomestication on the TSXV. Listing will be subject to Amalco fulfilling all of the requirements of the TSXV. If the Redomestication is completed, Amalco will apply to have the Greenfields Shares delisted from the TSXV.

NOTICE IS HEREBY GIVEN THAT if the Redomestication is approved at the Meeting, implementation of the Scheme will be subject to an application seeking the sanction of the Grand Court of the Cayman Islands, which shall be heard at 10:00 a.m. (Cayman Islands time) on August 17, 2011 or as soon as practicable thereafter as it may be heard (the "Sanction Hearing"). All Greenfields Shareholders are entitled to attend the Sanction Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. Should the Court think fit to sanction the Scheme and immediately following the implementation of the Redomestication, Amalco intends to change its name to Greenfields Petroleum Corporation.

About Greenfields Petroleum Corporation

Greenfields is a junior oil and natural gas corporation focused on the development and production of proven oil and gas reserves principally in the Republic of Azerbaijan. The Company plans to expand its oil and gas assets through further farm-ins, and acquisitions of Production Sharing Agreements from foreign governments containing previously discovered but under developed international oil and gas fields, also known as "greenfields". More information about the Company may be obtained on the Greenfields website at www.greenfields-petroleum.com.

United States Advisory

The securities referred to herein have not been and will not be registered under the United States Securities Act, have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

Forward Looking Statements

This press release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Greenfields, including, without limitation, those listed under the headings of "Risk Factors" in Greenfields annual information form, its management information circular and similar headings in the Corporation's Management's Discussion& Analysis which may be viewed on www.sedar.com. Forward-looking information in this press release includes, but is not limited to, information concerning potential future acquisitions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information. Accordingly, prospective investors should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by applicable securities laws, Greenfields does not assume any obligation to update or revise them to reflect new events or circumstances.

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

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