NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Canada, June 12, 2018. PetroMaroc Corporation plc (TSXV: PMA) (“PetroMaroc“) is pleased to announce it has entered into a letter of intent (the ”LOI”), dated June 1, 2018, to combine with Wolverine Energy and Infrastructure Inc. (“Wolverine”). Pursuant to the LOI, it is proposed that PetroMaroc and Wolverine will enter into a definitive agreement (the “Definitive Agreement“) in respect of a business combination (the “Transaction“), which is anticipated to constitute a Reverse Takeover and a Change of Business (as those terms are defined in the policies of the TSX Venture Exchange) (the “TSXV“).
On completion of the Transaction (the “Transaction Closing“), the Resulting Issuer is expected to carry on with the development of Wolverine’s business. For the purposes of this press release, the term “Resulting Issuer” means PetroMaroc following completion of the Transaction. The Resulting Issuer expects to be a reporting issuer listed on the TSXV as a Tier 1 Industrial Issuer. The final structure of the Transaction has not yet been determined and will be structured subject to advice from the parties’ respective business, legal and tax advisors.
Prior to the Transaction Closing, Wolverine will complete a forward split of its securities (the “Split“), resulting in the current Wolverine shareholders holding approximately 60,000,000 Wolverine Shares after the Split.
On or immediately prior to the Transaction Closing, it is anticipated that: (i) PetroMaroc will effect a name change (the “Name Change“) to “Wolverine Energy and Infrastructure Inc.” or such other name as may be determined by the board of directors of the Resulting Issuer; (ii) PetroMaroc will effect a consolidation (the “Consolidation“) all of the issued and outstanding shares of PetroMaroc (“PetroMaroc Shares“) on an approximate 1:16 basis; (iii) Wolverine will complete the Split.
Following the completion of the Transaction, it is contemplated that the PetroMaroc shareholders will hold approximately 14% of the issued and outstanding shares of the Resulting Issuer on a non-diluted basis.
The Transaction is not a “Non-Arm’s Length Transaction” under the TSXV Policies and no Insiders (as that term is defined in the policies of the TSXV) of either PetroMaroc or Wolverine own securities in the other.
Wolverine and PetroMaroc anticipate signing the Definitive Agreement on or before June 29, 2018. The closing date of the Transaction will be subject to obtaining shareholder and regulatory approvals.
Transaction Conditions
Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, the execution of the Definitive Agreement, completion of the Name Change, completion of the Consolidation, completion of the Split and approval of the Transaction by the TSXV and the board of directors and shareholders of each of PetroMaroc and Wolverine (if and as applicable). There are no guarantees that the Transaction will be completed as proposed or at all. A subsequent news release will include further details on the terms of the Transaction.
About Wolverine
Wolverine, a privately-held, Alberta-incorporated company, is an industry leading service provider in the Western Canada providing a wide range of services including: oil field rentals, heavy equipment rentals, construction and trucking services, and oil field tools. Led by a seasoned management team, Wolverine has executed eight accretive acquisitions of owner operated companies over the past five years, growing into one of the most dedicated and diverse product offering companies in Western Canada, with over 70 years of operational history. Wolverine has eight offices and facilities in Alberta and British Columbia. Unaudited revenues of Wolverine for the year ended March 31, 2018 were in excess of $40 million and unaudited EBITDA was approximately $13 million.
Dennis Sharp, Chairman and Chief Executive Officer of PetroMaroc stated, “PetroMaroc has a unique opportunity to merge with an industry leading service provider, who has demonstrated best in class financial performance, operational growth and management during the economic downturn in Western Canada. As economic conditions continue to improve in Western Canada, each of Wolverine’s divisions is strongly positioned for significant growth and execution of near term opportunities”.
Jesse Douglas, President and Chief Executive Officer of Wolverine, stated, “Wolverine’s business model of consolidating owner operated companies, driving synergies and superior operational performance is a strong fit for PetroMaroc shareholders. Wolverine is excited to announce its transition to a publicly traded company”.
Proposed Management and Board of Directors of the Resulting Issuer
Upon completion of the Transaction it is anticipated that the directors and officers of the Resulting Issuer shall be as follows:
Jesse Douglas – President, CEO and Director
Mr. Douglas is the founder, controlling shareholder, President and Chief Executive Officer of Wolverine. Since the first acquisition in 2013, he has grown the company in every year of its operations, despite significant economic headwinds in Western Canada. Mr. Douglas has a wealth of expertise in acquisitions and integrating new companies and is passionate about entrepreneurship. Prior to Wolverine, Mr. Douglas studied business at the University of Alberta and served in executive positions from Director to President in Alberta based construction firms.
Rick Quigley – Chief Operating Officer
Mr. Quigley is the Chief Operating Officer of Wolverine. Mr. Quigley served as Chief Executive Officer of Petrowest Corporation from October 2010 to May, 2017. Prior to this, Mr. Quigley served as the Co-Chief Operating Officer of Petrowest Energy Services General Partner Ltd. Mr. Quigley started in the Construction industry in 1987, owning and operating Quigley Contracting, based in Fort St. John.
Dennis Sharp – (Non-Executive) Chair of the Board of Directors
Mr. Sharp is a Professional Engineer who earned a degree in Geological Engineering from Queen’s University. During the past 50 years, Mr. Sharp has served in a variety of executive capacities in the private and public energy sectors including Chairman and CEO of UTS Energy Corporation, CS Resources, Command Drilling and a director of EnCana Corporation, PanCanadian Petroleum, Azure Dynamics and non-profit organizations, including The Calgary Philharmonic Orchestra, McGill Chamber Orchestra and Centaur Theatre Productions. In addition to serving on national and international technical committees, Mr. Sharp has published extensively. Mr. Sharp has served the industry as Chairman of the Canadian Association of Petroleum Producers and in 1997 was honoured as one of Canada’s Master Entrepreneurs.
Dirk LePoole – Independent Director
Mr. LePoole is the President of Di-Corp, a role he has held since 2011 and is a current director of the Petroleum Services Association of Canada. Prior to his current role as President, Mr. LePoole has held the roles of both VP of Marketing and VP of Operations. Mr. LePoole has a Bachelor of Arts (Economics) from the University of Alberta and an MBA from the University of Southern California.
Michael Hobart – Corporate Secretary
Mr. Hobart is a partner at the Toronto, Ontario office of Fogler, Rubinoff LLP, a law firm, where he has practiced corporate and securities law since 2002. He has held directorships and senior officer positions with several publicly listed junior mineral exploration companies in Canada. Mr. Hobart was called to the Ontario Bar in 1987 and is a member of the Canadian Bar Association. He earned a B.A. at McGill University and a LL.B. at the University of New Brunswick.
The Chief Financial Officer for the Resulting Issuer will be appointed prior to the Transaction Closing.
Sponsorship
The Transaction will be subject to TSXV Policy 2.2 on sponsorship and sponsorship requirements, unless an exemption from the sponsorship requirement is available or a waiver is granted. PetroMaroc intends to solicit a waiver of sponsorship from the TSXV with regards to the contemplated Transaction. There is no assurance that an exemption or waiver from this requirement will be obtained.
Miscellaneous Terms
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (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 Regulation S promulgated under 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.
Trading of the PetroMaroc Shares will remain halted pending receipt by the TSXV of required documentation pursuant to section 2.5 of TSXV Policy 5.2 - Changes of Business and Reverse Takeovers and/or the completion of the Transaction.
About PetroMaroc:
PetroMaroc Corporation plc is an independent oil and gas exploration company. PetroMaroc holds net profit interests in the Sidi Moktar licence (onshore Morocco), which the Corporation considers to have excellent upside potential with a long term partner committed to unlock the hydrocarbon potential of the Essaouira region. PetroMaroc is a public company and its ordinary shares are listed on the TSX Venture Exchange under the symbol “PMA”.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of PetroMaroc should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
For further information contact:
PetroMaroc Corporation plc
Martin Arch
Chief Financial Officer
Tel: +44 (0) 7722 491084
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include: the ability of PetroMaroc to enter into a Definitive Agreement with Wolverine, to complete the Transaction, the Name Change, the Consolidation, the Split and the ability of the Resulting Issuer to successfully carry out the business of Wolverine following completion of the Transaction. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.
PetroMaroc’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk factors which could cause PetroMaroc’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and PetroMaroc disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by applicable securities laws.