Greenfields Petroleum Corporation (the “Company” or “Greenfields“), a production focused company with operating assets in Azerbaijan, announces the following update with regard to the status of filing the Company’s year-end audited financial statements, the accompanying management and discussion and analysis, the statement of reserves data required by National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities and related certifications for the fiscal year ending December 31, 2019 (collectively the “Annual Filings”).
The Company will rely on the exemption provided in Alberta Securities Commission Blanket Order 51-517 (the “Blanket Order”) and similar exemptions provided by the other Canadian securities regulators which provide for an extension of up to 45 days from the original filing date (April 29, 2020) for certain filings. Due to circumstances created by the COVID-19 pandemic, Greenfields will postpone filing its Annual Filings until no later than June 13, 2020. As required by the conditions of the Blanket Order, the Company confirms that its management and insiders are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions until the completion of its Annual Filings. Since the filing of its financial statements for the three and nine month periods ended September 30, 02019, the Company confirms that there have been no material business developments other than those disclosed in its news releases.
The Company also announces that it has agreed to issue an aggregate of 25,449,409 common shares (“Common Shares”) of the Company to certain lenders to the Company in satisfaction of amounts owed to such lenders in the aggregate amount of USD$1,094,325 (CDN$1,519,896) (the “Debt Settlement”). The deemed price per Common Share to be issued pursuant to the Debt Settlement is USD$0.043 (CDN$0.06). The issuance of the Common Shares pursuant to the Debt Settlement is subject to the approval of the TSX Venture Exchange. The Common Shares will be subject to a four month hold period from the date of issuance.
A portion of the Debt Settlement will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because certain lenders who have agreed to participate in the Debt Settlement are related parties of the Company. In its consideration and approval of the Debt Settlement, the board of directors of Greenfields determined that the Debt Settlement was exempt from the formal valuation requirement and minority shareholder approval requirement under MI 61-101. The Common Shares are not listed or quoted on any of the markets specified in section 5.5(b) of MI 61-101, enabling the Company to rely on an exemption from the formal valuation requirement. The Company meets the “financial hardship” requirements set out in section 5.7(1)(e) of MI 61-101, enabling the Company to rely on an exemption from the minority shareholder approval requirement.
As a result of the Debt Settlement, the Company will have a total of 43,430,190 Common Shares issued and outstanding.
About Greenfields Petroleum Corporation
Greenfields is an oil and natural gas company focused on the development and production of proven oil and gas reserves in the Republic of Azerbaijan. The Company is the sole owner of Bahar Energy Limited (“BEL“), a venture with an 80% participating interest in the Exploration, Rehabilitation, Development and Production Sharing Agreement with State Oil Company of the Republic of Azerbaijan (“SOCAR“) and SOCAR Oil Affiliate, in respect of the Bahar Project, which includes the Bahar Gas Field and the Gum Deniz Oil Field. BEL operates the Bahar Project through its wholly owned subsidiary Bahar Energy Operating Company Limited. More information about the Company may be obtained on the Greenfields’ website at www.greenfields-petroleum.com.
For more information, please contact:
Greenfields Petroleum Corporation
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info@greenfieldspetroleum.com |
John W Harkins (CEO) | +1 (832) 234 0836 |
Sanjay Swarup (CFO) | +44 207 096 0662 |