PetroMaroc Announces Completion of Debenture Restructuring Transaction, and Shares for Debt Settlements

TORONTO, ONTARIO--(Marketwired - Feb. 15, 2017) - PetroMaroc Corporation plc (TSX VENTURE:PMA) (the "Company" or "PetroMaroc") is pleased to announce that it has received final approval from the TSX Venture Exchange (the "TSXV") in connection with the restructuring (the "Restructuring Transaction") of the Cdn $11.09 million principal amount of secured debentures (the "Debentures") of the Company.

Accordingly, the Debentures were rolled into a new class of secured redeemable, debentures, issuable in series, with all principal and interest due and payable in full on January 31, 2018 (the "New Debentures"). The Series 1 New Debentures bear interest at the rate of 10% per annum and are convertible, at the option of the holder, into ordinary shares of the Company at a conversion price equal to $0.06 per share in the first 12 months of the term (January 1, 2017 to December 31, 2017) and $0.10 per share in the last month of the term (January 1, 2018 to January 31, 2018). The Series 2 New Debentures bear interest at the rate of 15% per annum, with no right to convert into ordinary shares of the Company. The Series 1 New Debentures and the Series 2 New Debentures shall bear an effective issue date of December 31, 2016, being the maturity date of the original Debentures. The Series 1 New Debentures and the Series 2 New Debentures shall rank pari passu with each other.

In accordance with the terms of the New Debentures, the outstanding accrued interest and fees owing under the Debentures as at December 31, 2016 has been paid. The outstanding principal amount of the Series 1 New Debentures is Cdn $4,762,400 and the principal amount owing under the Series 2 New Debentures is Cdn $6,327,600. The New Debentures are subject to a four month hold period.

The Series 1 New Debentures are convertible into an aggregate of 79,373,333 ordinary shares, assuming a conversion price of $0.06 per share.

For terms of the Restructuring Transaction, please refer to the Company's press releases dated November 9, 2016, November 24, 2016 and January 19, 2017 available on SEDAR at www.sedar.com under the Company's profile.

In addition, the Company wishes to announce that it has entered into a debt conversion agreement with certain arm's length creditors and certain non-arm's length creditors (the "Debt Conversion Agreement") of the Company to settle an aggregate of Cdn $205,297 of debt in consideration for the issuance of an aggregate of 2,606,941 ordinary shares of the Company at a deemed price of Cdn $0.07875 cents per ordinary share (the "Debt Settlement").

The shares for debt transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company will receive 1,497,773 ordinary shares of the Company in connection with the Debt Settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities.

The board and management of PetroMaroc believe that the proposed Debt Settlement is in the best interests of the Company because it allows the Company to preserve its funds for operations.

The Debt Settlement will not create a new control person holding more than 20% of the issued and outstanding ordinary shares of the Company. The Debt Settlement is subject to the approval of the TSX Venture Exchange. The ordinary shares issued pursuant to the Debt Settlement will be subject to a statutory four month and one day hold period.

About PetroMaroc

PetroMaroc Corporation plc is an independent oil and gas exploration company. PetroMaroc holds a substantial share position in Sound Energy plc, and net profit interests in the Sidi Moktar licence (onshore Morocco), as a committed long-term partner to unlock the hydrocarbon potential of the Essaouira region. PetroMaroc is a public company and its common shares are listed on the TSX Venture Exchange under the symbol PMA.

Additional information about the Company is available on the PetroMaroc website at www.petromaroc.co or under the Company's SEDAR profile at www.sedar.com.

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.