News

Oryx Petroleum, AOG, and Zeg Oil and Gas Announce Share Issuance and Partial Debt Extinguishment

21 June 2017

Calgary, Alberta, June 21, 2017

Oryx Petroleum Corporation Limited (“Oryx Petroleum” or the “Corporation”), The Addax and Oryx Group PLC and Zeg Oil and Gas Ltd (“Zeg Oil and Gas”) today announce the closing of transactions contemplated by subscription agreements between the Corporation and each of AOG Upstream BV (“AOG”) and Zeg Oil and Gas. Today’s announcement follows on from news releases on May 3, 2017 and June 7, 2017. All dollar amounts set forth in this news release are in United States dollars, except where otherwise indicated.

AOG, an affiliate of The Addax and Oryx Group PLC, acquired ownership and control of 131,933,226 common shares of Oryx Petroleum (“Common Shares”), representing 49% of the issued and outstanding Common Shares prior to giving effect to the issuances to AOG and Zeg Oil and Gas contemplated in this news release, for aggregate consideration of $44.1 million (i.e., $0.33426 per Common Share). The per share consideration is equivalent to C$0.45 based on the Bank of Canada CAD:USD noon exchange rate on March 14, 2017, where 1 Canadian dollar was equivalent to 0.7428 US dollars. In Canadian dollars, the aggregate consideration paid by AOG is equivalent to C$59,369,952.

Zeg Oil and Gas acquired ownership and control of 29,916,831 Common Shares, representing 11% of the issued and outstanding Common Shares prior to giving effect to the issuances to AOG and Zeg Oil and Gas, at the same per share price as the issuance to AOG for aggregate consideration of $10.0 million (C$13,462,574 based on the above exchange rate).

Immediately before the issuances to AOG and Zeg Oil and Gas contemplated in this news release, AOG and its affiliates owned 134,381,060 Common Shares representing 49.9% of outstanding Common Shares and Zeg Oil and Gas owned 75,683,994 Common Shares representing 28.1% of outstanding Common Shares. Following completion of the issuances to AOG and Zeg Oil and Gas, there are 430,960,393 Common Shares issued and outstanding. AOG and its affiliates, through direct and indirect ownership, remain the controlling shareholder of Oryx Petroleum and beneficially own, control or direct 266,314,286 Common Shares representing approximately 61.8% of outstanding Common Shares. Zeg Oil and Gas beneficially owns, controls or directs 105,600,825 Common Shares representing approximately 24.5% of outstanding Common Shares.

In accordance with the subscription agreement dated April 28, 2017 between the Corporation and AOG (the “AOG Subscription Agreement”), $24.1 million of the proceeds from the issue and sale of Common Shares has been used to repay, on the date of this news release, principal and accrued interest under the Loan Agreement dated March 11, 2015 (the “Loan Agreement”) between AOG International Holdings Limited, an affiliate of AOG, as lender, and Oryx Petroleum Middle East Limited, a wholly-owned subsidiary of the Corporation, as borrower. After the repayment contemplated in this news release, $76.9 million of principal and accrued interest remains outstanding under the Loan Agreement. The $20 million balance of the proceeds under the AOG Subscription Agreement and the $10 million of proceeds from the issue and sale of Common Shares under the subscription agreement dated April 28, 2017 between the Corporation and Zeg Oil and Gas were received by the Corporation in cash at closing.

The Common Shares have been issued to AOG by private placement pursuant to the exemption in Section 2.3 of National Instrument 45-106 – Prospectus Exemptions on the basis that: (i) AOG is purchasing the Common Shares as principal, and (ii) AOG is a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements. The Common Shares have been issued to Zeg Oil and Gas by private placement pursuant to the exemption in Section 2.10 of National Instrument 45-106 – Prospectus Exemptions on the basis that: (i) Zeg Oil and Gas is not an individual, (ii) Zeg Oil and Gas is purchasing the Common Shares as principal, (iii) the Common Shares have an acquisition cost to Zeg Oil and Gas of not less than C$150,000 paid in cash at the time of the distribution, and (iv) the distribution is of a security of a single issuer.