Q3 2018 Results Published
TORONTO, Canada, November 28, 2018. PetroMaroc Corporation (TSXV: PMA) (the “Company” or “PetroMaroc”) is pleased to announce its financial and operating results for the third quarter of 2018.
Commenting, Dennis Sharp, Chief Executive Officer of PetroMaroc, said: ‘‘During the quarter the Company continued from Jersey to Canada and entered into an arm’s length arrangement agreement (the “Arrangement Agreement”) with Wolverine Energy and Infrastructure Inc. (“Wolverine”) an industry leading service provider, who has demonstrated best in class financial performance, operational growth and management during the economic downturn in Western Canada, which represents a unique opportunity for the Company. Pursuant to the Arrangement Agreement, Wolverine will acquire all of the issued and outstanding common shares of PetroMaroc by way of a court-approved plan of arrangement under the provisions of the Canada Business Corporations Act (the “Transaction”).
Subsequent to the quarter-end on November 14, 2018, PetroMaroc and Wolverine agreed to amend the Arrangement Agreement to revise the share consideration payable to shareholders of PetroMaroc from 0.054546 of a common share of Wolverine (“Wolverine Share”) to 0.052942 of a Wolverine Share for each PetroMaroc share.
A special meeting of PetroMaroc shareholders (“PetroMaroc shareholders”) is scheduled for Monday, December 17, 2018. At the meeting, the PetroMaroc Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the Arrangement. To be effective, the Arrangement Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of at least two-thirds (66⅔%) of the votes cast at the Meeting by the PetroMaroc Shareholders. In addition, PetroMaroc Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the reduction of stated capital of PetroMaroc. To be effective, the Reduction of Stated Capital Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of at least two-thirds (66⅔%) of the votes cast at the Meeting by the PetroMaroc Shareholders. Completion of the Transaction is also subject to certain required regulatory approvals, including the approval of the TSX Venture Exchange.
PetroMaroc today filed its financial statements for the quarter ended September 30, 2018, together with its Management’s Discussion and Analysis in respect of the Company’s financial results for the quarter ended September 30, 2018. These documents are available on the PetroMaroc website at www.petromaroc.co or under the Company’s profile on SEDAR at www.sedar.com.
- General and administrative costs in Q3 2018 totalled Cdn $0.40 million, a 31.2% decrease in comparison to Q3 2018 (Cdn $0.58 million).
- Cash as at September 30, 2018, Cdn $3.08 million (Cdn $3.34 million as at June 30, 2018).
- As at November 28, 2018 the Company’s cash balance is Cdn $2.90 million.
- The Company retains a 10% net profit interest in any future cash flows from the Kechoula structure within the Sidi Moktar licences, and the Company retains a 5% net profit interest in any future cash flows from structures within the Sidi Moktar licences other than the Kechoula structure.
PetroMaroc Corporation holds net profit interests in the Sidi Moktar licence (onshore Morocco). PetroMaroc is a public company and its common shares are 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 successfully complete the Transaction with Wolverine, the degree of success in connection with potential drilling of the Kechoula structure to prove the commercial viability of Sidi Moktar and the value of the net profit interests held by the Company thereon.
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 Sound Energy plc to conduct testing in respect of the Sidi Moktar concession or if such tests are conducted, obtaining unsuccessful test results, the 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; 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.
For further information contact:
PetroMaroc Corporation plc
Chief Financial Officer
Tel: +44 (0) 7722 491084