PetroMaroc closes non-brokered Private Placement raising Cdn $3 million and enters into debenture amending agreement

CALGARY, Canada, January 14, 2015 – PetroMaroc Corporation plc. (TSXV: PMA) (the “Company” or “PetroMaroc”) has closed the non-brokered Private Placement (the ‘‘Private Placement’’), of units (the “Units”) of the Company at a price of Cdn $0.15 per Unit, raising gross proceeds of Cdn $3 million. PetroMaroc closed the first tranche of the Private Placement raising Cdn $3 million on November 4, 2014. Due to current market conditions the second tranche of the Private Placement was unsuccessful in raising additional funds. Each Unit consists of one ordinary share (a “Common Share”) of the Company and one-half of a Common Share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into one Common Share (a “Warrant Share”) for a period of 18 months from closing at Cdn $0.30 per Warrant Share, provided that, if, at any time following the date of issuance, the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) is greater than Cdn $0.45 for 30 consecutive trading days, the Company may give notice to the holders of the Warrants that the expiry time of the Warrants has been accelerated and the Warrants will expire on the 20th business day following the date of such notice. Holders of Warrants are restricted from exercising Warrants without the approval of the TSXV if, as a result of exercise, the holder would hold more than 20 percent of the issued Common Shares of the Company. In connection with the Private Placement, the Company paid Cdn $90,000 in finder’s fees.

The securities issued under the Private Placement carry a four-month hold period under Canadian securities laws from the date of issuance. The Private Placement remains subject to the final acceptance of the TSXV.

As previously announced, Dundee Capital Markets (‘‘Dundee’’) were appointed as the Company’s financial adviser in November 2014, to evaluate financial and strategic alternatives that may include, but are not limited to, farm-out of Sidi Moktar, sale of the Company, merger or other business combination, recapitalization, sale of all or a portion of the Company’s assets, or any combination thereof. Dundee will also evaluate alternatives for PetroMaroc to continue its business plan, among other alternatives. This evaluation process is progressing and further updates will be provided in due course.

“All our efforts going forward are now focused on identifying a financially strong and technically credible partner, and/or organization, to assist us with moving the significant natural gas accumulation we have located on our Sidi Moktar Exploration Licence towards the commercial development of the Kechoula structure. While the current market conditions will make this task challenging, we are confident that the excellent quality of the asset will attract considerable attention,” said Tom Feuchtwanger, PetroMaroc’s President and CEO.

Parties who execute a confidentiality agreement will have access to an online and physical data room, as well as management and technical presentations. All interested parties should direct enquiries to Dundee at the contact information below.

The Private Placement supports near-term efforts while the search for an industry partner progresses. The Company is prudently managing the existing capital available, based upon the anticipated timeline to conclude the review process.

In other news, the Company wishes to announce that it has executed a debenture amending agreement (the “Debenture Amending Agreement”) with the holders of the Company’s Cdn $9.7 million principal amount of debentures (the “Debentures”), to amend the terms of the Debentures. Subject to the approval of the TSXV, pursuant to the terms of the Debenture Amending Agreement, the Company will issue up to 4,074,887 Common Shares at a price of Cdn $0.06 per Common Share of the Company in satisfaction of making a cash payment in the amount of Cdn $244,493, which was due and payable on December 31, 2014 (the “Q4 2014 Interest Payment”). In addition and subject to the approval of the TSXV, in consideration of entering into the Debenture Amending Agreement, the Company will pay the holders of the Debentures a cash fee in the amount of Cdn $24,449, representing 10 percent of the Q4 2014 Interest Payment.

About PetroMaroc

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”.

Additional information about the Company can be found at www.petromaroc.co and 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” 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 successfully complete a corporate reorganization or other financial or strategic transaction.

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 inability of the Company to close the Offering due to the state of the capital markets, 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 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; 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.

SOURCE PetroMaroc Corporation plc

For further information contact:

PetroMaroc Corporation plc
Tom Feuchtwanger
President and Chief Executive Officer
Tel: +1 403 474 2775

Martin Arch
Chief Financial Officer and Secretary
Tel: +44 (0) 20 3137 7756

Dundee Capital Markets (Dundee Securities Europe LLP)
Financial Adviser
Derek Smith
Tel: +44 (0) 20 3440 6885