CALGARY, Oct. 30, 2014 /CNW/ - PETROMAROC CORPORATION PLC (TSXV: PMA) (the "Company" or "PetroMaroc") today announced that it intends to complete a non-brokered private placement of units (the "Units") of the Company at a price of $0.15 per Unit to raise gross proceeds of a minimum of Cdn $3,000,000 and a maximum of Cdn $6,000,000 (the "Offering"). The Units will consist of one common share (a "Common Share") of the Company and one-half of a common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable into one Common Share (a "Warrant Share") for a period of 18 months from closing at $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 $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% of the issued Common Shares of the Company.
The securities to be issued will carry a four-month hold period under Canadian securities laws from the date of issuance. The issuance of the Units and listing of the Common Shares and the Warrant Shares pursuant to the Offering is subject to the TSXV approval.
Proceeds from the Offering will be used for general working capital purposes and exploration expenses. Any finder associated with the Offering will be entitled to receive a finder's fee equal to 3% of the gross proceeds received from subscribers introduced to the Offering by the finder.
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".
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 arrange for the Offering.
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: Tom Feuchtwanger, President and Chief Executive Officer, Tel: +1 403 474 2775; Martin Arch, Chief Financial Officer and Secretary, Tel: +44 203 137 7756