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Enter Symbol
or Name
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CA



Oryx Petroleum Corp Ltd
Symbol OXC
Shares Issued 430,960,393
Close 2017-06-20 C$ 0.40
Market Cap C$ 172,384,157
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Oryx Petroleum issues shares to AOG, Zag Oil

2017-06-21 10:04 ET - News Release

An anonymous director reports

ORYX PETROLEUM, AOG, AND ZEG OIL AND GAS ANNOUNCE SHARE ISSUANCE AND PARTIAL DEBT EXTINGUISHMENT

Oryx Petroleum Corp. Ltd., The Addax and Oryx Group PLC, and Zeg Oil and Gas Ltd. have closed transactions contemplated by subscription agreements between the corporation and each of AOG Upstream BV and Zeg Oil and Gas. Today's announcement follows on from news releases on May 3, 2017, and June 7, 2017. All dollar amounts set forth in this news release are in United States dollars, except where otherwise indicated.

AOG, an affiliate of The Addax and Oryx Group PLC, acquired ownership and control of 131,933,226 common shares of Oryx Petroleum, representing 49 per cent of the issued and outstanding common shares prior to giving effect to the issuances to AOG and Zeg Oil and Gas contemplated in this news release, for aggregate consideration of $44.1-million (33.426 cents per common share). The per-share consideration is equivalent to 45 Canadian cents based on the Bank of Canada Canadian/U.S. noon exchange rate on March 14, 2017, where $1 (Canadian) was equivalent to 74.28 U.S. cent. In Canadian dollars, the aggregate consideration paid by AOG is equivalent to $59,369,952 (Canadian).

Zeg Oil and Gas acquired ownership and control of 29,916,831 common shares, representing 11 per cent of the issued and outstanding common shares prior to giving effect to the issuances to AOG and Zeg Oil and Gas, at the same per-share price as the issuance to AOG for aggregate consideration of $10.0-million ($13,462,574 (Canadian) based on the above exchange rate).

Immediately before the issuances to AOG and Zeg Oil and Gas contemplated in this news release, AOG and its affiliates owned 134,381,060 common shares representing 49.9 per cent of outstanding common shares and Zeg Oil and Gas owned 75,683,994 common shares representing 28.1 per cent of outstanding common shares. Following completion of the issuances to AOG and Zeg Oil and Gas, there are 430,960,393 common shares issued and outstanding. AOG and its affiliates, through direct and indirect ownership, remain the controlling shareholder of Oryx Petroleum and beneficially own, control or direct 266,314,286 common shares representing approximately 61.8 per cent of outstanding common shares. Zeg Oil and Gas beneficially owns, controls or directs 105,600,825 common shares representing approximately 24.5 per cent of outstanding common shares.

In accordance with the subscription agreement dated April 28, 2017, between the corporation and AOG, $24.1-million of the proceeds from the issue and sale of common shares has been used to repay, on the date of this news release, principal and accrued interest under the loan agreement dated March 11, 2015, between AOG International Holdings Ltd., an affiliate of AOG, as lender, and Oryx Petroleum Middle East Ltd., a wholly owned subsidiary of the corporation, as borrower. After the repayment contemplated in this news release, $76.9-million of principal and accrued interest remains outstanding under the loan agreement. The $20-million balance of the proceeds under the AOG subscription agreement and the $10-million of proceeds from the issue and sale of common shares under the subscription agreement dated April 28, 2017, between the corporation and Zeg Oil and Gas were received by the corporation in cash at closing.

The common shares have been issued to AOG by private placement pursuant to the exemption in Section 2.3 of National Instrument 45-106 -- prospectus exemptions on the basis that: (i) AOG is purchasing the common shares as principal, and (ii) AOG is a person, other than an individual or investment fund, that has net assets of at least $5-million (Canadian) as shown on its most recently prepared financial statements. The common shares have been issued to Zeg Oil and Gas by private placement pursuant to the exemption in Section 2.10 of National Instrument 45-106 -- prospectus exemptions on the basis that: (i) Zeg Oil and Gas is not an individual, (ii) Zeg Oil and Gas is purchasing the common shares as principal, (iii) the common shares have an acquisition cost to Zeg Oil and Gas of not less than $150,000 (Canadian) paid in cash at the time of the distribution, and (iv) the distribution is of a security of a single issuer.

About Oryx Petroleum Corp. Ltd.

Oryx Petroleum is an international oil exploration, development and production company focused in Africa and the Middle East. The Oryx Petroleum group of companies was founded in 2010 by The Addax and Oryx Group PLC. 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 license areas are located in West Africa in the AGC administrative area offshore Senegal and Guinea Bissau, and Congo (Brazzaville).

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