PetroMaroc Corporation plc: Q1 2015 Results Published

TORONTO, ONTARIO--(Marketwired - May 27, 2015) - In the first quarter of 2015, PetroMaroc Corporation plc (TSX VENTURE:PMA) (the "Company" or "PetroMaroc") continued to evaluate a series of strategic and financial alternatives, as previously announced.

The Company has been reviewing alternatives to address its capital structure with focus on debt reduction and alternatives for the Company's Cdn$9.7 million principal amount of debentures (the "Debentures"). Although the Company continues to pursue such initiatives, there can be no assurance, however, that these initiatives will lead to a qualified partner being located or the timing of any transaction taking place, or at all.

PetroMaroc ended the first quarter with cash of US$0.7 million and a working capital surplus as at March 31, 2015 of US$0.002 million (excluding the Cdn$9.7 million convertible debenture, including US$3.1 million restricted cash); however, the Company has commitments due in less than twelve months of approximately US$4.5 million, which will require additional capital. In order to fund current operational commitments and to fund additional evaluation of Sidi Moktar, PetroMaroc will be required to complete additional financings and/or incur additional debt in the future. These factors represent a material uncertainty that may cast a significant doubt about the Company's ability to continue as a going concern.

PetroMaroc is required to make quarterly interest payments on the Debentures on each of March 31, June 30, September 30 and December 31 until April 10, 2016. The Company has 30 days within which to pay the interest under the Debentures before triggering an event of default. As previously announced, the Company failed to make the interest payment due on March 31, 2015. Failure to pay the interest within the time periods required, would allow the Debenture holders to declare the Cdn$9.7 million principal amount and all accrued interest on the Debentures immediately due and payable and to begin proceedings to realize upon the security held in connection with the Debentures.

In addition, the Company has been in discussions with its Sidi Moktar creditors to defer payment of the remaining unpaid costs in respect to the Sidi Moktar drilling campaign. The deferral is a necessary measure required to pursue the Company's efforts to secure additional funding, to honour PetroMaroc's financial obligations and to advance Sidi Moktar.

PetroMaroc today filed its financial statements and management's discussion and analysis for the quarter ended March 31, 2015. These documents are available on the PetroMaroc website at www.petromaroc.co or under the Company's SEDAR profile at www.sedar.com.

Highlights

Financial:

• Cash position as at March 31, 2015, of US$0.7 million (US$1.4 million as at December 31, 2014).
  
  
• Working capital surplus as at March 31, 2015, of US$0.002 million [excludes the C$9.7 million convertible debenture, includes US$3.1 million restricted cash] (US$0.9 million working capital surplus as at December 31, 2014 [includes US$3.1 million restricted cash]).
  
  
• Additional capital is required before the end of June 2015, if the Sidi Moktar US$2.5 million restricted cash bank guarantee is not received prior to then. Even with the Sidi Moktar restricted cash release in 2015 additional capital will be required before the end of September 2015 for the Company to continue its current operations.
  
  
• Subsequent to the quarter-end, PetroMaroc continued discussions with the holders of the Debentures to amend the terms of the Debentures, in respect to the March 31 2015 Interest Payment (the "March 2015 Interest Payment").
  
  In the regard, the holder of 52% of the principal amount owing under the Debentures has agreed to defer payment of the quarterly interest payments until the Maturity Date (via a Waiver agreement), including the March 31 2015 Interest Payment, resulting in a reduced amount of Cdn $105,589.04 required to be paid to the remaining Debenture holders (the "Reduced Interest") for each quarterly interest payment due on March 31st, June 30th, September 30th, and December 31st. In respect to the waiver agreement, a fee (the Consideration Fee) equal to 10% of the Deferred Interest Payments will be payable on the Maturity Date. The holders of the remaining 48% of the principal amount of the Debentures have not provided the Company with a waiver of the March 31 2015 Interest Payment, and the Debentures, accordingly, continue to be in default.
  
  The Company also wishes to announce that it has located an arms' length investor who has agreed, subject to all applicable approvals, including the receipt of TSX Venture Exchange and Debenture holders approvals, to advance to the Company sufficient funds to pay the March 31 2015 Interest Payment Reduced Interest by way of an unsecured, promissory note bearing interest at the rate of 10% per annum and due on the earlier of i) April 30, 2016; and ii) ten (10) days after the Company receives the amount of US$2.5 million being held in escrow pursuant to a Farm-in Agreement entered into between the Company and Maghreb Petroleum Exploration S.A. The investor will receive 2.5 million bonus warrants exercisable at C$0.05 per share until the Maturity Date.
  
  
• Subsequent to the quarter-end, the Company has continued in its efforts to secure immediate capital to meet ongoing monthly operational costs.
  
  

Operations:

• Sidi Moktar onshore:
  
  
  • Following the drilling of the Koba-1 and the Kamar-1 wells, and the independent evaluation of the UPIIP and prospective resources of the Kechoula structure, the Company outlined plans to appraise the potential of Sidi Moktar. These initiatives are subject to successful financing and will address a testing and completion program for the Koba-1 and Kamar-1 wells.
    
    
  • The Company is currently requesting to have the Kamar-1 well satisfy the minimum work commitment of the Second Extension period of Sidi Moktar.
    
    
• Foum Draa offshore:
  
  
  • The joint partners have the option to advance to the Second Extension Period of the exploration licence, or withdraw from the exploration licence.
    
    
• Zag onshore:
  
  
  • The Company had committed to its percentage share of further geophysical studies and the drilling of one exploratory well, subject to receiving and approving satisfactory proposals from the operator as per the association contract. The operator, however, failed to complete these commitments within the required licence period, and PetroMaroc may be subject to a penalty of US$1.2 million (these costs have been accrued). The US$0.6 million of restricted cash will be available to offset this estimated potential penalty.
    
    

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 recruitment of a partner to develop Sidi Moktar, proving the commercial viability of Sidi Moktar, the ability of the Company to secure immediate capital in the near term to advance operations to remain a going concern, the Company's ability to make the quarterly interest payments under the Debentures, the ability of the Company to successfully negotiate with the holders of the Debentures to amend the terms of the Debentures in respect of the Q1 2015 Interest Payment, the ability of the Company to successfully negotiate with its trade creditors to continue to agree to deferral of monthly partial payments of invoices in respect to the Sidi Moktar drilling campaign, the ability of the Company to access US$2.5 million of restricted cash in the time periods indicated, the ability of the Company to receive ONHYM's consent to having the Kamar well satisfy the minimum work commitment of the second Extension period of Sidi Moktar, drilling additional wells of Sidi Moktar, the completion of evaluations and processing and interpretation of data, the performance characteristics of the Company's oil and gas properties, capital expenditure programmes, supply and demand for oil, gas and commodities, prices for oil and gas, drilling plans, and realization of the anticipated benefits of acquisitions.

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 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.