Greenfields Petroleum Corporation Announces Execution of Agreement to Consolidate Interest in Bahar Energy Limited and Restructuring Transaction

HOUSTON, TEXAS--(Marketwired - March 8, 2016) - Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF)(TSX VENTURE:GNF.DB) is pleased to announce that it, through its wholly-owned subsidiary, Greenfields Petroleum International Company Ltd. ("GPIC"), has entered into a share purchase agreement with Baghlan Group Limited (in liquidation) (acting by its liquidator, John Ayres, as agent and without personal liability) ("Baghlan") and its liquidator as agent for and on behalf of Baghlan (the "Liquidator"), pursuant to which, GPIC has agreed to purchase Baghlan's 2/3 interest (the "Interest") in Bahar Energy Limited ("BEL") and Baghlan's interest in a shareholder loan receivable due from BEL to Baghlan (the "Acquisition"). BEL is a company incorporated in Dubai and is currently the sole shareholder of Bahar Energy Operating Company Limited ("BEOC"), the operating entity of the Company's project in Azerbaijan (the "Project"). The aggregate consideration payable by GPIC for the Acquisition includes a cash payment of USD$6.0 million, and a release and discharge of liabilities, claims and demands in relation to certain default loan amounts and any and all other obligations, liabilities, claims or demands of any kind owed to BEL, BEOC and/or Greenfields by Baghlan (the "Default Obligations"). Greenfields estimates the Default Obligations to be an aggregate of USD$57.6 million. Upon completion of the Acquisition, BEL will become a wholly-owned subsidiary of the Company. USD$6.0 million has been placed into escrow pending satisfaction of certain conditions to the completion of the Acquisition. Greenfields anticipates closing of the Acquisition to occur within 3 months of the date of this news release. Completion of the Acquisition is subject to certain closing conditions, including, without limitation, receipt of the approval of the TSX Venture Exchange (the "TSXV") and other necessary regulatory approvals.

In order to fund the Acquisition, the Company has agreed to restructure its debt and, in that regard, has signed a fifth amending agreement (the "Fifth Amending Agreement") to the loan agreement dated November 25, 2013 (the "Loan Agreement") with its senior lenders (the "Senior Lenders"). The Fifth Amending Agreement provides for, among other things: (i) additional funding in the aggregate amount of USD$7.0 million to satisfy the purchase price in respect of the Acquisition and for working capital purposes; and (ii) an extension of the maturity date under the Loan Agreement from February 29, 2016 to May 16, 2016 in order to facilitate the completion of the Restructuring Transaction described below.