TORONTO, CANADA--(Marketwired - Jan. 26, 2016) - PetroMaroc Corporation plc (TSX VENTURE:PMA), an independent oil and gas company focused on Morocco (the "Company" or "PetroMaroc"), is pleased to announce that it has reached a non-binding heads of agreement (the "Heads of Agreement") with a specialist Mediterranean gas company. Sound Energy plc, listed on AIM (AIM:SOU) ("Sound Energy"), under which Sound Energy partners with PetroMaroc on onshore gas licences located in Morocco (collectively, the "Sidi Moktar Licences").
The Heads of Agreement contemplates a transaction (the "Proposed Transaction") pursuant to which Sound Energy would acquire the Sidi Moktar Licenses in consideration for (i) issuance to PetroMaroc of ordinary shares in the capital of Sound Energy with a market value of GBP £3,650,000; and (ii) granting to PetroMaroc of (a) a 10% net profit interest in any future cash flows from the Kechoula structure within the Sidi Moktar Licences; and (ii) a 5% net profit interest in any future cash flows from structures within the Sidi Moktar Licences other than the Kechoula structure.
The Proposed Transaction is subject to a number of conditions precedent, including the consent of PetroMaroc's debentureholders, receipt of the various required regulatory approvals, as applicable and other customary conditions.
D. Campbell Deacon, PetroMaroc's Chief Executive, commented: "This transaction creates a strong partnership between PetroMaroc and Sound Energy whereby both parties are incentivized to develop the Sidi Moktar licence and PetroMaroc is positioned to leverage off Sound Energy's operating capability in country and balance sheet whilst retaining material upside. We look forward to the near-term testing of Kechoula by the joint venture".
Additional details of the Proposed Transaction will be disclosed if and when a definitive agreement is executed by the parties. There can be no assurance that due diligence will be satisfactory, that a definitive agreement will be entered into, that the required third parties' consents and applicable regulatory and shareholder approvals will be obtained and that the Proposed Transaction will be ultimately consummated.
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 is available on the PetroMaroc website at www.petromaroc.co or 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", "contemplates" or the negative of these terms or other similar terms.
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; inability to recruit a partner to develop Sidi Moktar; 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.
