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or Name
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Oryx Petroleum Corp Ltd
Symbol OXC
Shares Issued 269,110,336
Close 2017-06-06 C$ 0.345
Market Cap C$ 92,843,066
Recent Sedar Documents

Oryx Petroleum holders approve subscription agreements

2017-06-07 11:58 ET - News Release

Mr. Scott Lewis reports

ORYX PETROLEUM ANNOUNCES UPDATE ON STATUS OF EQUITY INVESTMENT AND LOAN RESTRUCTURING, AND ELECTION OF DIRECTORS

Oryx Petroleum Corp. Ltd.'s 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 U.S. 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. 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 33.426 cents 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 licence area. Today, an agreement has been entered with the vendor of the Hawler licence 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 licence 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 licence area, a non-refundable payment of $5-million plus accrued interest on such amount will be made by Aug. 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: $10-million plus accrued interest on such amount by Sept. 30, 2018; $20-million plus accrued interest on such amount by Sept. 30, 2019; $25-million plus accrued interest on such amount by Sept. 30, 2020; and $11-million plus accrued interest on such amount by Sept. 30, 2021.

Interest has been accruing at an adjusted LIBOR (London interbank offered rate) plus 0.25 per cent per year since the acquisition of the Hawler licence area on Aug. 10, 2011. After Sept. 30, 2017, and subject to certain exceptions, interest on the outstanding balance will accrue at a rate of 5 per cent per year.

If the corporation has not declared a second commercial discovery by Sept. 30, 2018, the schedule of payments in this press release 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 licence 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, 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 TSX 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 TSX, 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 in the attached table.

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 shown in the attached table.

Nominee                Votes for        %   Votes withheld        %

Richard Alexander    248,232,480   99.98%           38,709    0.02%
Bradford Camp        248,241,980   99.99%           29,209    0.01%
Jean Claude Gandur   235,856,348   95.00%       12,414,841    5.00%
Nevin Karim          248,241,980   99.99%           29,209    0.01%
Gerald Macey         248,237,480   99.99%           33,709    0.01%
Peter Newman         248,237,480   99.99%           33,709    0.01%

Percentages in the attached table 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 on SEDAR.

About Oryx Petroleum Corp. Ltd.

Oryx Petroleum is an international oil exploration, development and production company focused in Africa and the Middle East. Oryx Petroleum has interests in five licence areas, two of which have yielded oil discoveries. The corporation is the operator in three of the five licence areas. One licence area is located in the Kurdistan region of Iraq and four licence areas are located in West Africa in the AGC administrative area offshore Senegal and Guinea Bissau, as well as Congo (Brazzaville).

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