PetroTal Corp. advises that, due to the impact of the global COVID-19 pandemic, it is necessary to delay its corporate filings for the three months ended March 31, 2020, as provided for by Canadian Securities Administrators.
First Quarter 2020 Filings
As a result of delays in accessing information due to mandatory stay at home orders in Peru, the Company will postpone the filing of its unaudited consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2020 ("Interim Filings") until no later than July 16, 2020, in reliance on the exemption provided in Alberta Securities Commission ("ASC") Blanket Order 51-517 Temporary Exemption from Certain Corporate Finance Requirements (and similar exemptions provided by the other Canadian securities regulators) ("Blanket Order").
2019 Year-end Filings
As previously announced on April 29, 2020, the Company will also postpone the filing of its audited consolidated financial statements, management's discussion and analysis and annual information form (inclusive of the reserves disclosure required by National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities) for the year ended December 31, 2019 ("Annual Filings") until no later than June 12, 2020, in reliance on the exemption provided in the Blanket Order.
Until the Company has filed the Annual Filings and the Interim Filings, members of the Company's Board, management and other insiders are subject to an insider 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.
Annual Shareholder Meeting
The Company continues to monitor public health directives and recommendations relating to the COVID-19 pandemic, including continued restrictions on in-person gatherings, and looks forward to holding its annual meeting of shareholders without having to limit physical attendance by shareholders and guests. In the circumstances, the Company has determined to defer its annual meeting until the second half of the year and, in connection therewith, the filing of proxy materials containing disclosure on director nominees, the Company's auditor, executive compensation and corporate governance, in reliance on temporary relief issued by the TSX Venture Exchange and the Canadian Securities Administrators as a result of the pandemic. In particular, the Company relies on the exemption in ASC Blanket Order 51-518 Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials (and similar exemptions provided by the other Canadian securities regulators) with respect to the filing of executive compensation disclosure, which is included in the information circular for annual shareholders meetings. The requisite shareholder communications and other actions necessary to call the meeting will be undertaken when the meeting date is decided.
An update on material business developments since the press release dated April 29, 2020 is described below, the majority of which have already been disclosed in prior press releases:
- On May 7, 2020, the Company announced that the Bretana oil field was temporarily shut in due to a Peruvian government health directive for COVID-19 prevention, that caused the oil sales pipeline, operated by Petroperu, to be shut down. PetroTal continues to monitor this situation closely, and based on discussions with Petroperu, expect that in July 2020, the oil sales pipeline will re-open allowing for Bretana oil field operations to recommence;
- PetroTal announced on May 7, 2020 a contingent liability under the Company's oil swap and sales arrangements with Petroperu, of approximately $42 million as at March 31, 2020 arising from the drop in global oil prices. As a result of the recent recovery in oil prices, the Company estimates that the contingent liability has decreased to approximately $35 million as of May 28, 2020. The ultimate liability will not be crystallized until Q3 and Q4 2020, when the physical oil sales materialize. The Company is in discussions to facilitate an arrangement whereby the contingent liability, when crystallized, will be settled over a three-year period from future cash flow, and;
- As announced on May 7, 2020, PetroTal continues to assess a variety of financial arrangements to ensure it has the necessary funding for its operations. When finalized, the Company will update the market.