GUN news event extra..4 Mar 2019 08:36
OYSTER TO DISPOSE OF OIL AND GAS ASSETS IN DEBT SETTLEMENT TRANSACTION
Vancouver, British Columbia – March 1, 2019 – Oyster Oil and Gas Ltd. (the “Company”) (OY: TSXV, 13L: FSE) has reached an agreement, dated effective February 21, 2019, with two arms’-length creditors to the Company, Northbay Capital Partners Corp. and Gunsynd PLC (collectively, the “Creditors”), pursuant to which the Creditors have agreed to settle (the “Settlement”) outstanding debts owing in connection with certain convertible debentures issued by the Company in exchange for all of the outstanding share capital of the Company’s wholly-owned operating subsidiary, Oyster Oil & Gas Limited (“Subco”).
The outstanding indebtedness (the “Indebtedness”) owing to the Creditors currently totals approximately $1,426,500, including a principal of $1,232,215 and accrued interest. The Company is currently in default of its payment obligations owing in connection with the Indebtedness. Pursuant to the terms of the Settlement, and in exchange for transferring all of the outstanding share capital of Subco to the Creditors, the outstanding amount of the Indebtedness will be forgiven.
Subco is a wholly-owned subsidiary of the Company, established under the laws of the British Virgin Islands. The Company’s production sharing contracts in Madagascar and Djibouti are held through Subco. Following completion of the Settlement, the Creditors will have control of these contracts, and will assume responsibility for all of the outstanding obligations of Subco. In light of current market conditions for development stage oil and gas projects, and a lack of available capital, management of the Company is of the view that the Settlement provides the best opportunity to address the outstanding Indebtedness. Completion of the Settlement will also position the Company to explore new opportunities outside of the oil and gas sector.
The Settlement represents a disposition of substantially all of the assets of the Company and, as a result, is subject to the approval of the shareholders of the Company. The Company intends to seek such approval at a meeting of shareholders to be held in the near term. The Company will provide additional details regarding timing of this meeting as soon as they become available.
In addition, the Settlement represents a “reviewable disposition” under the policies of the TSX Venture Exchange (the “Exchange”) and, as a result, is subject to the review and approval of the Exchange. Trading in the Company’s common shares has been halted, and is expected to remain halted pending completion of the Settlement. Following completion of the Settlement, the Company will no longer have any operating assets and will cease to meet the Continued Listing Requirements of the Exchange. The Company anticipates that its listing will be transferred to the NEX board of the Exchange following completion of the Settlement.