PetroMaroc Announces Shares for Debt Settlement

TORONTO, ONTARIO--(Marketwired - July 6, 2017) - PetroMaroc Corporation plc (TSX VENTURE:PMA), (the "Company" or "PetroMaroc") announces that it has entered into a debt settlement agreement with Dundee Securities Europe LLP, an affiliate of Dundee Corporation ("Dundee"), a creditor of the Company, to settle US$325,000 debt owed, in consideration for the issuance of 1,000,000 ordinary shares of the Company (the "Shares") at a deemed price of US$0.325 per Share (the "Debt Settlement"). The Board of Directors and Management of PetroMaroc believe that the Debt Settlement is in the best interests of the Company as it allows it to preserve its cash position and the shares will be issued at a price which represents a significant premium to the closing market price of the Company's shares on the TSX Venture Exchange on July 6, 2017. The issuance of Shares is subject to the approval by the TSX Venture Exchange and, once issued, the Shares will be subject to a 4-month hold period pursuant to all applicable securities laws. Upon the closing of the Debt Settlement, the Company will have resolved all of its outstanding debts with its trade creditors.

The issuance of the Shares to Dundee may be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Dundee holds more than 10% of the issued and outstanding shares of the Company. The Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

About PetroMaroc

PetroMaroc Corporation plc is an independent oil and gas exploration company. PetroMaroc holds a substantial share ownership position in Sound Energy plc, and net profit interests in the Sidi Moktar licence (onshore Morocco), which the Company considers to be a committed long-term partner who will work to unlock the hydrocarbon potential of the Essaouira region. PetroMaroc is a public company and its common shares are listed on the TSX Venture Exchange under the symbol "PMA".

Special Note Regarding Forward Looking Statements

This press release contains forward-looking statements. Such forward-looking statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "project", "potential", "targeting", "intend", "could", "might", "continue" or the negative of these terms or other similar terms. Forward-looking statements in this press release include, but are not limited to, statements regarding the ability of the Company to obtain TSXV approval of the Debt Settlement.

Forward-looking statements are only predictions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in this press release include, but are not limited to: the ability of the Company to obtain TSXV approval to complete the Debt Settlement.

Although the forward-looking statements contained in this press release are based upon factors and assumptions which management of the Company believes to be reasonable, the Company cannot assure that actual results will be consistent with its expectations and assumptions. Undue reliance should not be placed on the forward-looking statements contained in this news release as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. These statements speak only as of the date of this press release, and the Company does not undertake any obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of PetroMaroc in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.