Greenfields Announces Second Deferral of Interest Payment on Convertible Debentures
Greenfields Petroleum Corporation Announces Deferral of Payment of Interest Under the Outstanding Convertible Unsecured Subordinated Debentures
HOUSTON, TEXAS--(Marketwired - Dec. 4, 2015) - Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF)(TSX VENTURE:GNF.DB) announces that it has secured temporary relief from the interest payments related to the debenture indenture (the "Indenture") governing the 9.0% convertible unsecured debentures (the "Debentures") by way of a waiver from the holders of more than 50% of the principal amount of the Debentures.
On June 30, 2015, a majority of the holders of Debentures instructed the trustee under the Indenture to waive the Event of Default (as defined in the Indenture) resulting from the failure by the Company to make the interest payment due on May 31, 2015 (the "May Interest Payment"). Pursuant to the waiver, the May Interest Payment was deferred until the earlier of: (i) December 30, 2015; and (ii) 15 business days after the receipt by Greenfields Petroleum International Company Ltd. ("GPIC") of payment from Bahar Energy Limited ("BEL") of at least US$9.0 million of the Default Amount (as described below).
In addition to the May Interest Payment, a further interest payment was due under the Debentures on November 30, 2015 (the "November Interest Payment").
As at the date hereof, a majority of the holders of Debentures have instructed the trustee under the Indenture to waive any Event of Default when and as the same may occur by virtue of the failure by the Company to make the May Interest Payment or the November Interest Payment as and when due until the earlier of: (i) June 30, 2016; and (ii) 15 business days after the receipt by GPIC of payment from BEL of at least US$9.0 million of the Default Amount.
GPIC is a wholly owned subsidiary of the Company and holds a 1/3 interest in BEL. Baghlan Group Ltd. ("Baghlan"), the other shareholder in BEL holding a 2/3 interest, has failed to fund its share of the costs of BEL in accordance with the shareholders agreement with respect to BEL (the "Shareholders Agreement") and its loan funding obligation to BEL since January 2014. The Shareholders Agreement provides that in the event of a default by a shareholder in a funding obligation, the other shareholder is required, by additional loan, to provide such funds to BEL. As at November 30, 2015, GPIC has funded by way of loans to BEL, over US$22.1 million to cover the defaulted obligations (the "Default Amount") of Baghlan. As at November 30, 2015, the total amount due to GPIC, including repayment of the Default Amount loans, interest and costs, is estimated at US$ 28.1 million.
As previously disclosed by the Company, receivers have taken control of Baghlan and are seeking to sell either Baghlan or Baghlan's interest in BEL. On June 17, 2015, Baghlan filed for an order appointing a liquidator in the British Virgin Islands. The receivers have advised that negotiations are underway with regard to a sale of Baghlan's interest in BEL, subject to the necessary Company and regulatory approvals. In light of the above listed consequences of the default, the Company is optimistic that the purchaser will pay the Default Amount and related interest and costs as owed by Baghlan, ultimately resulting in a payment to GPIC of the Default Amount. The waiver from the debenture interest payments is intended to provide the Company financial relief pending such repayment.
John W. Harkins, CEO of Greenfields, stated, "We are grateful for the continued support of our lenders and convertible debenture holders, as it allows Greenfields additional time to realize significant receivables owed to the Company. We remain optimistic that the Baghlan sale will be concluded in due course, with our repayment shortly thereafter."
About Greenfields Petroleum Corporation
Greenfields is a junior oil and natural gas company focused on the development and production of proven oil and gas reserves principally in the Republic of Azerbaijan. The Company plans to expand its oil and gas assets through further farm-ins, and acquisitions of Production Sharing Agreements from foreign governments containing previously discovered but under-developed international oil and gas fields, also known as "greenfields". More information about the Company may be obtained on the Greenfields website at www.greenfields-petroleum.com.
This press release contains forward-looking statements. More particularly, this press release may include, but is not limited to, statements concerning payment of interest, sale of Baghlan or Baghlan's interest in BEL and the repayment of the Default Amount. In addition, the use of any of the words "initial, "scheduled", "can", "will", "prior to", "estimate", "anticipate", "believe", "should", "forecast", "future", "continue", "may", "expect", and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including, but not limited to, the ability to secure a suitable shareholder of Bahar Energy, expectations and assumptions concerning the success of optimization and efficiency improvement projects, the availability of capital, current legislation, receipt of required regulatory approval, the success of future drilling and development activities, the performance of existing wells, the performance of new wells, general economic conditions, availability of required equipment and services, weather conditions and prevailing commodity prices. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties most of which are beyond the control of Greenfields. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information. These risks include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety, political and environmental risks), commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas industry and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Additional risk factors can be found under the heading "Risk Factors" in Greenfields' Annual Information Form and similar headings in Greenfields' Management's Discussion & Analysis which may be viewed on www.sedar.com.
The forward-looking statements contained in this press release are made as of the date hereof and Greenfields undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.