Oryx Petroleum Announces Loan Settlement

Source: www.gulfoilandgas.com 6/22/2020, Location: Africa

Oryx Petroleum Corporation Limited announces the execution of an agreement relating to the proposed settlement of an outstanding loan and acknowledges the announcement by its largest shareholder of the proposed sale of all of the common shares of the Corporation it owns.

Loan Settlement
The Corporation and AOG International Holdings Limited (“AOG”) have agreed that the loan from AOG, amounting to $79,826,091 (including accrued and unpaid interest) on the date of this release, is proposed to be settled in full through the transfer by the Corporation to AOG of the shares of OP AGC Central Limited, the wholly-owned subsidiary of the Corporation that holds the interest in the AGC Central license area. The transaction is subject to customary closing conditions, including acceptance of the Toronto Stock Exchange and receipt of a favourable fairness opinion.

A special committee of the board of directors of the Corporation was constituted and considered the fairness of the transaction to minority shareholders and related matters. The special committee determined that the loan settlement is reasonable for the Corporation in the circumstances and recommended that the Corporation proceed with the transaction, conditional on receipt by the Corporation of a fairness opinion that provides that the transaction is fair from a financial point of view.

The Corporation has applied to the Toronto Stock Exchange (the “TSX”) for relief from certain requirements of the TSX Company Manual on the basis of financial hardship. The Corporation has also determined that the transaction is exempt from the formal valuation and minority approval requirements applicable to related party transactions defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions pursuant to the financial hardship exemption thereunder.

Change of Control
The Corporation has been informed that its two largest shareholders have today executed an agreement whereby Zeg Oil and Gas Ltd., which currently owns approximately 22% of the issued and outstanding common shares of the Corporation, has agreed to acquire the outstanding common shares and warrants held by AOG Upstream BV (and its affiliates), increasing its ownership stake in the Corporation to approximately 89%. The transaction, which will result in a change in control of the Corporation, is subject to customary closing conditions and prior settlement of the loan as described above.

In connection with the proposed change of control, upon closing, it is anticipated that Jean Claude Gandur will resign from the Board of Directors of the Corporation. The vacancy created by his resignation is anticipated to be filled in due course. In addition, the previously announced short term credit facility provided by AOG has been terminated. The Corporation had not drawn any amounts under the facility. The various conditions for the two transactions are anticipated to be fulfilled such that the transactions will close early in the third quarter of 2020.

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