PetroMaroc Provides Update on Debenture Restructuring Transaction

TORONTO, ONTARIO--(Marketwired - Jan. 19, 2017) - PetroMaroc Corporation plc (TSX VENTURE:PMA) (the "Company" or "PetroMaroc"), wishes to provide an update respecting the restructuring of the Cdn $11.09 million principal amount of secured debentures (the "Debentures") of the Company.

As previously reported in the Company's press release dated November 9, 2016, the Debentures will be 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 holders of the Debentures agreed, pursuant to the terms of a binding letter of intent signed November 9, 2016, to complete the debenture restructuring transaction (the "Restructuring Transaction"), subject to:

1. completion of the sale and purchase agreement dated March 8, 2016, as amended, between the Company, Sound Energy South Morocco Limited and Sound Energy (the "Sale and Purchase Agreement"); and
2. receipt of necessary approvals from the TSX Venture Exchange (the "TSXV"); and
3. approval of the shareholders of the Company.

The Company completed the Sale and Purchase Agreement as reported in the Company's press release dated January 9, 2017. In addition, as reported in the Company's press release dated December 19, 2016, shareholders of the Company approved the Restructuring Transaction at the annual and special meeting of PetroMaroc held on December 19, 2016. All closing conditions have therefore been fulfilled with the exception of the receipt of final approval from the TSXV. In this regard, the Company has submitted documentation to the TSXV seeking final approval of the Restructuring Transaction and is currently waiting for final approval. Accordingly, the Restructuring Transaction has not yet been completed and the New Debentures have not yet been issued. When issued, the New Debentures shall bear an effective issue date of December 31, 2016, being the maturity date of the original Debentures.

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

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.

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", "contemplates" or the negative of these terms or other similar terms.

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 ability of the Company to obtain final approval of the TSX Venture Exchange in respect of the Restructuring Transaction.

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.