Greenfields Petroleum Corporation Announces Execution of Agreement to Consolidate Interest in Bahar Energy Limited and Restructuring Transaction - Seite 2

In consideration of the Senior Lenders entering into the Fifth Amending Agreement, the Company has agreed to: (i) obtain the approval of holders ("Debentureholders") of the 9.00% convertible unsecured subordinated debentures due May 31, 2017 (the "Debentures") for the conversion (the "Debenture Conversion") of the CAD$23,725,000 aggregate principal amount of Debentures into an aggregate of approximately 33.2 million common shares in the capital of the Company ("Common Shares"); (ii) issue, in connection with the completion of the restructuring, up to an aggregate of 2,394,000 Common Shares for every USD$1,000,000 of principal due to the Senior Lenders under the Loan Agreement; and (iii) issue, in connection with the completion of the restructuring, an equivalent number of Common Share purchase warrants ("Warrants") to the Senior Lenders (collectively, the "Restructuring Transaction"). Contemporaneous with the completion of the Restructuring Transaction, the Company anticipates a sixth amendment agreement will be signed extending the maturity date under the Loan Agreement to December 31, 2017.

The Warrants will have the following terms: (i) each Warrant shall entitle the Senior Lenders to purchase a Common Share at an exercise price of $0.375 per Common Share; (ii) Warrants will only vest in the event of a dilutive issuance of securities by Greenfields and only as to such number of Warrants as are necessary to maintain each of the Senior Lenders' equity position in Greenfields; (iii) all rights to unvested Warrants will terminate upon the earlier of: (A) the maturity date under the Loan Agreement, being December 31, 2017; or (B) the date on which all amounts owing under the Loan Agreement are repaid in full; and (iv) all vested Warrants may be exercised at any time, and from time to time, for a period of five years from the date of their issuance.

The Debenture Conversion will be implemented upon the approval of the Debentureholders, by way of extraordinary resolution, pursuant to and in accordance with the terms of the indenture governing the Debentures. Greenfields expects to hold a meeting of Debentureholders ("Debentureholder Meeting") to consider the conversion of Debentures promptly upon completion of the Acquisition. The Company will provide further particulars of the Debentureholder Meeting and the Shareholder Meeting in a separate news release once such particulars are available. The extraordinary resolution approving the Debenture Conversion must be passed by 66 2/3% of the Debentures present in person or by proxy and voting on the resolution.