Greenfields Petroleum Corporation Announces Update on the Filing of Its 2019 Year-End Results
30 April 2020 - 8:55AM
Greenfields Petroleum Corporation (the "
Company"
or "
Greenfields") (TSX VENTURE: GNF), 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.
Forward-Looking Statements
This press release contains forward-looking
statements. In particular, this press release contains
forward-looking information relating to the Debt Settlement and the
anticipated filing date of the Annual Filings. The use of any of
the words "anticipated", "scheduled", "will", "prior to",
"estimate", "believe", "should", "future", "continue", "expect",
"plan" and similar expressions are intended to identify
forward-looking statements. 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 the Company's most recent
management's discussion and 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.
For more information, please contact:
Greenfields Petroleum
Corporation |
info@greenfieldspetroleum.com |
John W Harkins (CEO) |
+1 (832) 234 0836 |
Sanjay Swarup (CFO) |
+44 207 096 0662 |
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