Mr. Tom Feuchtwanger reports

PETROMAROC CORPORATION PLC: Q4 AND YEAR END 2014 RESULTS PUBLISHED

In 2014, PetroMaroc Corp. PLC drilled the Kamar-1 exploration well on the Sidi Moktar exploration licence in Morocco, encountering substantial natural gas resource potential. Subsequent to the drilling of the Kamar-1 exploration well in 2014, and the Koba-1 exploration well drilled in 2013, an independent evaluation of the undiscovered petroleum initially in place and prospective resources of the Kechoula structure was completed by GLJ Petroleum Consultants, confirming significant natural gas potential.

In November, 2014, PetroMaroc commenced its assessment of a series of strategic and financial options available to the company, with the ultimate view of maximizing shareholder value. The company has been reviewing alternatives to address its capital structure with focus on debt reduction and alternatives for the company's $9.7-million principal amount of debentures. In November, 2014, Dundee Capital Markets (Dundee Securities Europe LLP) was appointed as financial adviser to evaluate a series of strategic and financial alternatives including, but are not limited to, farm-out of Sidi Moktar, the sale of the company, merger or other business combination, recapitalization, sale of all or a portion of the company's assets, or any combination thereof, as well as continued execution of its business plan, among all other alternatives. There can be no assurance, however, that these initiatives will lead to a qualified partner being located or the timing of any transaction taking place or at all.

PetroMaroc exited 2014 with cash of $1.4-million (U.S.) and a working capital surplus as at Dec. 31, 2014, of $900,000 (U.S.) (including $3.1-million (U.S.) restricted cash); however, the company has commitments due in less than 12 months of approximately $5.0-million (U.S.), which will require additional capital. In order to finance current operational commitments and to finance additional evaluation of Sidi Moktar, PetroMaroc will be required to complete additional financings and/or incur additional debt in the future. These factors represent a material uncertainty that may cast a significant doubt about the company's ability to continue as a going concern.

PetroMaroc is required to make quarterly interest payments on the debentures on each of March 31, June 30, Sept. 30 and Dec. 31 until April 10, 2016. The company has 30 days within which to pay the interest under the debentures before triggering an event of default. Failure to pay the interest within this time period would allow the debentureholders to declare the $9.7-million principal amount and all accrued interest on the debentures immediately due and payable and to begin proceedings to realize upon the security held in connection with the debentures.

In addition, the company has been in discussions with its Sidi Moktar creditors to defer payment of the remaining unpaid costs in respect to the Sidi Moktar drilling campaign. The deferral is a necessary measure required to pursue the company's efforts to secure additional financing, to honour PetroMaroc's financial obligations and to advance Sidi Moktar.

PetroMaroc today filed its annual financial statements for the year ended Dec. 31, 2014, together with its management's discussion and analysis in respect of the company's financial results for the year ended Dec. 31, 2014. These documents are available on the PetroMaroc website or under the company profile on SEDAR.

Highlights

Financial:

• Cash position as at Dec. 31, 2014, of $1.4-million (U.S.) ($12.7-million (U.S.) as at Dec. 31, 2013; $4.5-million (U.S.) as at Sept. 30, 2014);
• Working capital surplus as at Dec. 31, 2014, of $900,000 (U.S.) (includes $3.1-million (U.S.) restricted cash) ($3.9-million (U.S.) working capital surplus as at Dec. 31, 2013; $100,000 (U.S.) working capital deficit as at Sept. 30, 2014);
• PetroMaroc completed the debenture financing of $9.7-million in April, 2014;
• The company closed a private placement in November, 2014, raising gross proceeds of $3-million;
• Subsequent to the year-end, the company entered into a debenture amending agreement with the holders of the debentures to amend the terms of the debentures in respect to the fourth-quarter 2014 interest payment, pursuant to which, the company issued 4,074,887 common shares of the company at a price of six cents per common share in satisfaction of making a cash payment in the amount of $244,493, which was due and payable on Dec. 31, 2014. In addition, in consideration of entering into the debenture amending agreement, the company paid the holders of the debentures a cash fee in the amount of $24,449, representing 10 per cent of the fourth-quarter 2014 interest payment;
• Subsequent to the year-end, PetroMaroc commenced discussions with the holders of the debentures to amend the terms of the debentures, in respect to the first-quarter 2015 interest payment, which discussions are continuing;
• Subsequent to the year-end, the company has continued in its effort to secure immediate capital for monthly costs.

Operations:

• Sidi Moktar onshore:
  • Following the drilling of the Koba-1 and the Kamar-1 wells, and the independent evaluation of the UPIIP and prospective resources of the Kechoula structure, the company outlined plans to appraise the potential of Sidi Moktar. These initiatives are subject to successful financing and will address a testing and completion program for the Koba-1 and Kamar-1 wells.
  • The company is currently requesting to have the Kamar-1 well satisfy the minimum work commitment of the second extension period of Sidi Moktar.
• Foum Draa offshore:
  • The joint partners on the licence are reviewing the forward program following the FD 11-Alpha-1 exploration well drilled in late 2013, which successfully completed the minimum work commitments of the first extension period of the exploration licence under the petroleum agreement, subject to completing end of well studies.
  • The joint partners have the option to advance to the second extension period of the exploration licence, or withdraw from the exploration licence.
  • Following a detailed technical review of the exploration well drilled in the fourth quarter of 2013, capitalized exploration costs of $1.5-million (U.S.) were impaired in the fourth quarter of 2014 to nil.
• Zag onshore:
  • The company had committed to its percentage share of further geophysical studies and the drilling of one exploratory well, subject to receiving and approving satisfactory proposals from the operator as per the association contract. The operator, however, failed to complete these commitments within the required licence period, and PetroMaroc may be subject to a penalty of $1.2-million (U.S.) (these costs have been accrued). The $600,000 (U.S.) of restricted cash will be available to offset this estimated potential penalty.
  • Following a detailed technical review of the licence, capitalized exploration costs of $2.2-million (U.S.) were impaired in the fourth quarter of 2014 to nil.
• Sidi Moussa offshore:
  • In the third quarter of 2014, the company entered into formal discussions with the operator and partners to transfer its 1.5-per-cent working interest in the Sidi Moussa licence prior to the Nour-1 well reaching the primary target Middle Jurassic platform carbonate unit and secondary target Upper Jurassic reefal carbonates.
  • During the third quarter of 2014, the company successfully executed a binding letter agreement with one of the partners on the licence to transfer its 1.5-per-cent working interest, following which the net cost to the company for the Nour-1 well will be nil. This transfer of interest remains subject to approval by the Moroccan authorities (joint ministerial orders).
  • The company notes the announcement by the operator and partners in November, 2014, that the Nour-1 well is being plugged and abandoned. This announcement will have no additional impact on the company.
  • Capitalized exploration costs of $100,000 (U.S.) were impaired in the second quarter of 2014.
• Tarfaya onshore:
  • During the second quarter of 2014, the company successfully transferred its 22.5-per-cent working interest to the operator of this licence, following which the company will not be liable for the $1.5-million (U.S.) penalty that followed the operator's decision not to drill one exploration commitment well by April, 2014.
  • In the fourth quarter of 2014, this transfer received final approvals from the Moroccan authorities (joint ministerial orders).

We seek Safe Harbor.