Update on Status of Equity Investment and Loan Restructuring, and Election of Directors
07 June 2017
Calgary, Alberta, June 7, 2017
Oryx Petroleum Corporation Limited (“Oryx Petroleum” or the “Corporation”) today announces that disinterested shareholders have approved subscription agreements with the Corporation’s two major shareholders and an amendment to a related party loan agreement. All dollar amounts in this news release are in United States dollars.
Equity Investment
As previously announced, the Corporation entered into subscription agreements with each of the Corporation’s two largest shareholders, The Addax and Oryx Group (“AOG”) and Zeg Oil and Gas Ltd (“Zeg Oil and Gas”). The agreements provide for the issuance of an aggregate of 161,850,057 common shares of the Corporation in consideration of a $30 million investment payable in cash at closing and the conversion of $24.1 million of debt to equity. Common shares are to be issued at $0.33426 per common share.
The subscriptions with each of AOG and Zeg Oil and Gas are subject to, among other conditions, disinterested shareholder approval and the successful restructuring of the contingent consideration obligation owed in connection with the original purchase of Oryx Petroleum’s interest in the Hawler license area. Today, an agreement has been entered with the vendor of the Hawler license area to restructure the contingent consideration obligation owed to such vendor. As at May 31, 2017, the total balance of principal and accrued interest potentially owed under the contingent consideration obligation was $76.1 million.
The contingent consideration obligation is triggered upon a second declaration of commercial discovery in relation to a field in the Hawler license area. The Corporation currently expects to achieve such milestones in the first half of 2018. Under the terms of the latest agreement with the vendor of the Hawler license area, a non-refundable payment of $5 million plus accrued interest on such amount will be made by August 1, 2017. The amount will be treated as a payment against the total balance of principal and accrued interest potentially owing under the contingent consideration obligation. The remaining contingent payments will be due as follows:
(i) $10 million plus accrued interest on such amount by September 30, 2018;
(ii) $20 million plus accrued interest on such amount by September 30, 2019;
(iii) $25 million plus accrued interest on such amount by September 30, 2020; and
(iv) $11 million plus accrued interest on such amount by September 30, 2021.
Interest has been accruing at an adjusted LIBOR rate plus 0.25% per annum since the acquisition of the Hawler license area on August 10, 2011. After September 30, 2017, and subject to certain exceptions, interest on the outstanding balance will accrue at a rate of 5% per annum.
If the Corporation has not declared a second commercial discovery by September 30, 2018, the above schedule of payments will no longer apply and the contingent consideration obligation will revert to a lump-sum payment obligation triggered by a second commercial discovery.
Both AOG and Zeg Oil and Gas have confirmed that the restructuring agreement with the vendor of the Hawler license area is on acceptable terms and satisfies the condition to closing set out in their respective subscription agreements. Together with the conditional approval of the Toronto Stock Exchange and the approval of disinterested shareholders obtained earlier today in Toronto at Oryx Petroleum’s Annual Meeting of Shareholders, the primary conditions to closing have been satisfied and the Corporation expects to close the transactions before the end of June 2017.
Loan Restructuring
As previously announced, AOG and the Corporation have agreed to amend the Loan Agreement dated March 11, 2015 (the “Loan Amendment”) to (i) extend the maturity date from March 10, 2018 to July 1, 2019, and (ii) require that, after May 11, 2017, accrued interest be paid out in common shares approximately every six months, rather than in cash upon maturity, at the then current five day volume-weighted average trading price for common shares.
With the conditional acceptance of the Toronto Stock Exchange and the approval of disinterested shareholders obtained earlier today at Oryx Petroleum’s Annual Meeting of Shareholders, subject to customary filings to be made with the Toronto Stock Exchange, the Corporation expects the Loan Amendment to be confirmed and enforceable within the coming days.
Election of Directors
The Corporation also announces that the nominees listed in its Management Proxy Circular dated May 1, 2017 were elected as directors of Oryx Petroleum. Detailed results of the vote for the election of directors held earlier today at Oryx Petroleum’s Annual Meeting of Shareholders are set out below.
Each of the following six nominees proposed by management was elected as a director on a vote by show of hands. All nominees were elected by a majority of the shareholders present in person or represented by proxy. The proxies received by management with respect to the election of directors were as follows:
Nominee:
Richard Alexander
Votes For: 248,232,480 99.98%
Votes Withheld: 38,709 0.02%
Bradford Camp
Votes For: 248,241,980 99.99%
Votes Withheld: 29,209 0.01%
Jean Claude Gandur
Votes For: 235,856,348 95.00%
Votes Withheld: 12,414,841 5.00%
Nevin Karim
Votes For: 248,241,980 99.99%
Votes Withheld: 29,209 0.01%
Gerald Macey
Votes For: 248,237,480 99.99%
Votes Withheld: 33,709 0.01%
Peter Newman
Votes For: 248,237,480 99.99%
Votes Withheld: 33,709 0.01%
Percentages in the table above represent the votes for or withheld, as applicable, cast by proxy, as a percentage of all votes cast at the meeting for the election of directors by shareholders present in person or represented by proxy.
Final voting results on all matters voted on at the Annual Meeting of Shareholders will be filed under the Corporation’s profile at www.sedar.com.
Oryx_Petroleum_Press_Release_Update_on_Shareholders_Transactions_and_2017_AGM_Voting_Results.pdf