TORONTO, ONTARIO--(Marketwired - Nov. 2, 2016) - Vitol Energy (Bermuda) Ltd. (Vitol) announced that it has acquired ownership of and control over 75,404,975 common shares (Acquired Shares) of Greenfields Petroleum Corporation (Greenfields) pursuant to a loan restructuring with Greenfields (the Loan Restructuring).
On September 9, 2016, Greenfields entered into a series of amendments to its loan agreements with Vitol and in consideration for agreeing to the Loan Restructuring, Greenfields issued to Vitol 75,404,975 common shares (Common Shares) and 75,404,975 Common Share purchase warrants, entitling Vitol to acquire up to 75,404,975 Common Shares (Warrants).
The Warrants have the following terms (i) each Warrant shall entitle the holder to purchase a Common Share at an exercise price of $0.375 per Common Share; (ii) Warrants will only vest in the event of a dilutive issuance of securities by Greenfields and only as to such number of Warrants as are necessary to maintain each of the holder's equity position in Greenfields (iii) all rights to unvested Warrants will terminate upon the earlier of: (A) the maturity date under the Loan Agreement, being March 31, 2019 and (B) the date on which all amounts owing under the loan with Vitol are repaid in full; and (iv) all vested Warrants may be exercised at any time, and from time to time, for a period of five years from the date of their issuance.
Following the completion of the Loan Restructuring, Vitol beneficially owns or controls 77,014,802 Common Shares and 75,404,975 Warrants entitling Vitol to acquire up to 75,404,975 Common Shares. The Common Shares currently held by Vitol represent 49.1% of the issued and outstanding Common Shares. The Warrants will only vest to the extent that is necessary to maintain Vitol's equity position after giving effect to the Loan Restructuring. Accordingly, until new shares are issued beyond the current 156,859,180 issued and outstanding, Vitol may not exercise the Warrants. If Greenfields does issue additional Common Shares, Vitol will only be entitled to exercise that number of Warrants that will maintain its 49.1% ownership position.
Vitol may take actions in the future in respect of its holdings in Greenfields based on the then existing facts and circumstances, which actions could include, without limitation, acquisitions or dispositions of shares, whether in the open market, by privately negotiated agreement or otherwise, or in connection with a strategic transaction with Greenfields.
The registered office of Greenfields is located at 211 Highland Cross Dr., Suite 250 Houston, Texas USA, 77073.