TORONTO, ONTARIO--(Marketwired - Nov. 24, 2016) - PetroMaroc Corporation plc (TSX VENTURE:PMA), an independent oil and gas company focused on Morocco (the "Company" or "PetroMaroc") is pleased to announce its financial and operating results for the third quarter of 2016.
Commenting, D. Campbell Deacon, Chief Executive Officer of PetroMaroc, said: "Subsequent to execution of a binding sale and purchase agreement with Sound Energy plc ("Sound") in March 2016, as amended (the "Sound Energy Transaction"), we are currently proceeding towards completion of the conditions precedent, which include receipt of the ministerial approvals in Morocco and receipt of the final approval of the TSX Venture Exchange (the "TSXV"). Upon receipt of ministerial approvals in Morocco, the residual US$1.8 million of the Sidi Moktar Bank Guarantee restricted cash, which is currently held in escrow, will be released to the Company. Upon closing of the Sound Energy Transaction, the 21,258,008 shares in the capital of Sound energy (the "Sound Energy Consideration Shares"), which will be held in escrow, will be allocated to the Company. Subsequent to completion of the Sound Energy Transaction, we look forward to the near-term testing of Kechoula, and the potential incremental value associated with the net profits interests, in parallel with the value of the Sound Energy Consideration Shares".
During Q3 2016, general and administrative costs totaled US$0.20 million, representing a 50% decrease in comparison to Q3 2015 (US$0.40 million) and a 74% decrease in comparison to Q3 2014 (US$0.78 million). During Q3 2016, the Company successfully extended the maturity date of the Cdn $11.09 million principal amount of secured debentures (the "Debentures") from September 30, 2016 to December 31, 2016 (the "Current Maturity Date"), and extended the maturity date of the Cdn $0.4 million principal amount unsecured loan to December 31, 2016.
PetroMaroc exited Q3 2016 with cash of US$0.5 million and a working capital deficit as at September 30, 2016 of US$0.9 million (excluding the principal amount and accrued interest and fees of the Debentures, excluding the unsecured loan and interest, including restricted cash).
The Company has been reviewing alternatives to address its debt and share capital structure with a focus on alternatives for the Company's Debentures. Subsequent to the quarter-end, the September 30, 2016 maturity date was extended to December 31, 2016. Upon default, holders of the Debentures (the "Debentureholders") may declare the Cdn $11.09 million principal amount and all accrued interest on the Debentures immediately due and payable and to begin proceedings to realize upon the security held in connection with the Debentures.
The Company is to hold its annual and special shareholders meeting on December 19, 2016, where, among other things, PetroMaroc will be seeking a shareholder approval of a restructuring of the Debentures (the "Restructuring Transaction") in accordance with the terms of the letter agreement dated as of November 9, 2016 among the Company and the Debentureholders, pursuant to which, 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. In addition to receipt of the of the majority of those holders of the Common Shares (the "Shareholders") other than the Debentureholders (the "Minority Shareholders"), the Restructuring Transaction is subject to the approval of the TSXV and completion of the Sound Energy Transaction. Intrexa Ltd., a Debentureholder who holds Cdn $5,327,600 principal amount of Debentures, representing 48.03% of the outstanding Debentures, has provided the Company with a written notice of election to receive, on the successful completion of the Restructuring Transaction, non-convertible series 2 debentures, in exchange for the Debentures currently held by it. Please see the Company's press release of November 9, 2016, for details of the Restructuring Transaction, which is available on SEDAR at www.sedar.com under the Company's profile.
The Company continued discussions with its Sidi Moktar creditors to negotiate settlement of the remaining unpaid costs in respect to the Sidi Moktar drilling campaign.
In the event that a Minority Shareholders approval is not obtained, the Restructuring Transaction will not proceed and the Debentureholders will have the right, on the Current Maturity Date to declare the Cdn$11.09 million principal amount and all accrued interest on the Debentures immediately due and payable and to begin proceedings to realize upon the security held in connection with the Debentures. Consequently, the Company will have no material assets and the Shareholders will be unlikely to realize any value for their Common Shares.
PetroMaroc today filed its financial statements for the quarter ended September 30, 2016, together with its Management's Discussion and Analysis in respect of the Company's financial results for the quarter ended September 30, 2016. These documents are available on the PetroMaroc website at www.petromaroc.co or under the Company profile on SEDAR at www.sedar.com.
- Unrestricted cash as at September 30, 2016, of US$0.5 million (US$0.08 million as at June 30, 2016).
- Working capital deficit as at September 30, 2016, US$0.9 million (excludes the Cdn $11.09 million Debentures accrued interest and fees thereunder; excludes the Cdn $0.4 million unsecured loan [& accrued interest]; includes US$3.1 million restricted cash).
- During the quarter, the Company entered into a debenture waiver and amending agreement (the "Waiver Agreement") with the April 2014 Cdn $9.7 million Debentureholders, the November 2015 Cdn $1.0 million Debentureholder, and the Cdn $0.39 million Debentureholders to extend the maturity date from September 30, 2016 to the Current Maturity Date, under which quarterly interest payments (the "Deferred Interest Payments") would accrue to and be payable on the Current Maturity Date. In consideration for entering into the Waiver Agreement, the Company has agreed to pay to the Debentureholders a fee equal to 15% of the aggregate amount of their respective Deferred Interest Payments, which fee shall be payable on the Current Maturity Date. The total amount of the principal (Cdn $11.09 million) and an aggregate amount of accrued interest/waiver fees (Cdn $3.85 million) due and payable at September 30, 2016 (total: Cdn $14.94 million) shall accrue interest at the rate of 15% per annum for the period commencing from September 30, 2016 until the Current Maturity Date and is calculated to be Cdn $0.55 million. Thus, the total amount due and payable on the Current Maturity Date shall total Cdn $15.49 million (constituting Cdn $11.09 million principal, and Cdn $4.40 million accrued interest and fees).
- During the quarter, the holder of the Cdn $0.4 million principal amount unsecured loan agreed to extend the maturity date of the loan to December 31, 2016. The interest rate for the extension period of May 1, 2016 to December 31, 2016 will be calculated at the rate of 15% per annum. The total amount due and payable on maturity at December 31, 2016 shall total Cdn $0.48 million.
- Continues to engage with its Debentureholders (secured), loan holder (unsecured), and Sidi Moktar creditors (unsecured creditors) from the 2013 - 2014 Sidi Moktar drilling campaign.
Sidi Moktar onshore:
- During the quarter, PetroMaroc advanced the conditions precedent on the Sound Energy Transaction. Upon completion, the Sound Energy Transaction would allow Sound to acquire the Company's Sidi Moktar licences in consideration for (i) issuance to the Company of 21,258,008 Sound Energy Consideration Shares, (ii) the Company retaining a 10% net profit interest in any future cash flows from the Kechoula structure within the Sidi Moktar licences, and (iii) the Company retaining a 5% net profit interest in any future cash flows from structures within the Sidi Moktar licences other than the Kechoula structure.
- Previously capitalised exploration costs, which were impaired by US$29.1 million in 2015, continue to remain impaired.
- The Company committed to its percentage share of further geophysical studies and the drilling of one exploration well, subject to receiving and approving a satisfactory proposal from the operator, as per the terms of the First Extension Period. Following the joint venture not completing the minimum work commitment of the First Extension Period, a twelve-month extension to the First Extension Period was agreed by the joint venture, to May 2016. During the twelve-month extension, the Company continued to seek a mutually agreed technical, commercial and financial proposal to reduce its financial exposure insofar as possible. The Company has accrued US$1.2 million penalty costs based on its working interest in the joint venture, as the joint venture has not met the minimum work commitments required by the licence and the operator has been notified of the same. The US$0.6 million of restricted cash lodged as a bank guarantee is available to offset this potential penalty.
- Previously capitalised costs, which were impaired in 2014, continue to remain impaired.
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".
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 obtain all necessary approvals to complete the Sound Energy Transaction, including satisfying all conditions precedent and obtaining receipt of Ministerial approvals in Morocco and the final approval of the TSXV; the release of the Sidi Moktar Bank Guarantee to the Company upon completion of the Sound Energy Transaction; the ability of the Company to repay the accrued interest and fees owing under the Debentures up to the Current Maturity Date within the time period required therefore, and to obtain approval of the Restructuring Transaction by the TSXV and the Minority Shareholders of the Company; the strength of the ongoing relationship between the Company and Sound; the ability of Sound to conduct further drilling and the degree of success in connection with the proposed drilling of the Kechula structure to prove the commercial viability of Sidi Moktar; the ability of the Company to maintain cost reductions at current levels, the ability of the Company to secure immediate capital by the end of December 2016 to advance operations and to remain a going concern; the ability of the Company to successfully address its debt and capital structure; the ability of the Company to negotiate settlement agreements with its trade creditors in respect to the Sidi Moktar drilling campaign; the ability of the Company to access the Sidi Moktar bank guarantee restricted cash currently held in escrow, which constitutes a condition precedent prior to the closing of the Sound Energy Transaction; the ability of the Company to successfully negotiate potential obligations with respect to the Zag offshore property and the US$0.6 million restricted cash being sufficient to offset any potential liability or, if insufficient, the ability of the Company to access other financial resources to pay such potential liability; the completion of evaluations and processing and interpretation of data, the performance characteristics of the Company's oil and gas properties, capital expenditure programmes, supply and demand for oil, gas and commodities, prices for oil and gas, drilling plans, and realization of the anticipated benefits of acquisitions.
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: 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 obtaining requisite governmental approvals in Morocco; 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; any future inability to obtain additional funding, when required, on acceptable terms or at all; 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; the Company's ability to successfully close the Sound Energy Transaction and to repay the accrued interest owing up to the Current Maturity Date within the time period required, and to receive the TSXV's and Minority Shareholders' approval 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.
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.