TORONTO, ONTARIO--(Marketwired - Sept. 23, 2016) - PetroMaroc Corporation plc (TSX VENTURE:PMA), an independent oil and gas company focused on Morocco (the "Company" or "PetroMaroc"), as announced in March 2016, entered into a binding agreement (the "Sale and Purchase Agreement") with Sound Energy plc ("Sound Energy") for the disposal, subject to conditions precedent including receipt of regulatory approval, of its 50% operated interest in the Sidi Moktar Licences (the "Acquisition").
Since March 2016, there have been a number of developments that have impacted the terms of the Sale and Purchase Agreement, including Sound Energy's recent share price increase. In order to ensure that the Company's and Sound Energy's respective interests are protected in a reasonable and fair manner, the parties have entered into a amending agreement, pursuant to which any proceeds from a sale (in whole or in part) of the 21,258,008 new Sound Energy ordinary shares (the "Consideration Shares") to be issued to PetroMaroc as consideration on completion of the Acquisition will be shared between PetroMaroc and Sound Energy as follows: PetroMaroc will receive all proceeds from sale(s) up to 50 pence per Consideration Share and sale proceeds in excess of 50 pence per Consideration Share will be shared equally between PetroMaroc and Sound Energy. In addition, the long stop date for completion of the Acquisition has been extended to December 31, 2016, or such later date as is necessary to satisfy the remaining conditions precedent.
PetroMaroc and Sound Energy continue to work together collaboratively to ensure the smooth transition of the Sidi Moktar Licences.
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 Sale and Purchase Agreement with Sound Energy, including satisfying all conditions precedent and obtaining receipt of Ministerial approvals in Morocco, approval of the debentureholders and the final approval of the TSX Venture Exchange; and the strength of the ongoing relationship between the Company and Sound Energy.
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.
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.