Greenfields Petroleum Corporation
TSX VENTURE : GNF
TSX VENTURE : GNF.DB

Greenfields Petroleum Corporation

May 31, 2016 17:00 ET

Greenfields Petroleum Corporation Announces Third Deferral of Payment of Interest Under the Outstanding Convertible Unsecured Subordinated Debentures

HOUSTON, TEXAS--(Marketwired - May 31, 2016) - Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF)(TSX VENTURE:GNF.DB) announces that it has secured temporary relief from the interest payments related to the debenture indenture (the "Indenture") governing the 9.0% convertible unsecured debentures (the "Debentures") by way of a waiver from the holders ("Debentureholders") of more than 50% of the principal amount of the Debentures.

During 2015, a majority of the Debentureholders instructed the trustee under the Indenture to waive the Event of Default (as defined in the Indenture) resulting from the failure by the Company to make the interest payments due on May 31, 2015 ("May 2015 Interest Payment") and December 30, 2015 ("December 2015 Interest Payment"), deferring those interest payments until the earlier of: (i) May 31, 2016; and (ii) 15 business days after the receipt by Greenfields Petroleum International Company Ltd. ("GPIC") of payment from Bahar Energy Limited ("BEL") of at least US$9 million of the Default Amount (as described below).

A further interest payment was due under the Debentures on May 31, 2016 ("May 2016 Interest Payment").

A majority of the Debentureholders have instructed the trustee under the Indenture to waive any Event of Default when and as the same may occur by virtue of the failure by the Company to make the May 2015 Interest Payment, the November 2015 Interest Payment, or the May 2016 Interest Payment when and as due until the earlier of: (i) 30 days after the next interest payment date of November 30, 2016; and (ii) 15 business days after the receipt by GPIC of payment from BEL of at least US$9 million of the Default Amount.

GPIC holds a 1/3 interest in BEL. Baghlan Group Ltd. ("Baghlan") (in liquidation), the other shareholder in BEL holding a 2/3 interest, has failed to fund its share of the costs of BEL in accordance with the shareholders agreement with respect to BEL (the "Shareholders Agreement") and its loan funding obligation to BEL since January 2014. The Shareholders Agreement provides that in the event of a default by a shareholder in a funding obligation, the other shareholder is required, by additional loan, to provide such funds to BEL. As of the date hereof, GPIC has funded by way of loans to BEL, over US$22.1 million to cover the defaulted obligations (the "Default Amount") of Baghlan. As previously disclosed by the Company, receivers have taken control of Baghlan and have executed a share purchase agreement with GPIC pursuant to which GPIC has agreed to acquire Baghlan's 2/3 interest in BEL (the "Acquisition"). Forgiveness of the Default Amount owed by Baghlan constitutes part of the Acquisition cost and therefore upon completion of the Acquisition, the amounts due to the Company will not be collected and will form part of the consideration paid for the Acquisition.

As announced by the Company on March 8, 2016, in order to fund the Acquisition, the Company has agreed to: (i) restructure its debt; and (ii) with the approval of Debentureholders, convert the CAD$23,725,000 aggregate principal amount of Debentures into an aggregate of approximately 33.2 million common shares in the capital of the Company ("Debenture Conversion"). Further details with respect to the Debenture Conversion will be included in the information circular to be mailed to shareholders of Greenfields and Debentureholders in connection with a shareholder meeting and Debentureholder meeting to be held after completion of the Acquisition. The waiver from the Debenture interest payments is intended to provide the Company financial relief pending completion of the Acquisition and the Debenture Conversion.

About Greenfields Petroleum Corporation

Greenfields is a junior oil and natural gas company 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.

Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this press release may include, but is not limited to, statements concerning the mailing of the information circular and the intended benefits of the waiver from the Debenture interest payments. In addition, the use of any of the words "initial, "scheduled", "can", "will", "prior to", "estimate", "anticipate", "believe", "should", "forecast", "future", "continue", "may", "expect", and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including, but not limited to, the ability to complete the Acquisition and the restructuring of the Company, the availability of capital, current legislation, receipt of required regulatory approval, the success of future drilling and development activities, the performance of existing wells, the performance of new wells, general economic conditions, availability of required equipment and services, weather conditions and prevailing commodity prices. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties most of which are beyond the control of Greenfields. 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. These risks include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety, political and environmental risks), commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas industry and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Additional risk factors can be found under the heading "Risk Factors" in Greenfields' Annual Information Form and similar headings in Greenfields' Management's Discussion & Analysis which may be viewed on www.sedar.com.

The forward-looking statements contained in this press release are made as of the date hereof and Greenfields undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement.

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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