Daybreak Oil & Gas17 Sep 2023 15:48
December 3, 2021
James F. Westmoreland
3910 Longherridge
Pearland, TX 77581
Re: Offer to convert 12% Subordinated Note of Daybreak Oil and Gas, Inc. to Common Stock
"Dear Noteholder,
You are receiving this letter as a Holder of a 12% Subordinated Note of Daybreak Oil and Gas, Inc., a Washington corporation (the “Company”).
I am pleased to inform you that Daybreak Oil and Gas, Inc. (“Daybreak” or the “Company”) has agreed to acquire Reabold California LLC (“Reabold”), subject to shareholder approval and us meeting certain closing conditions. I have attached a copy of our press release describing the transaction. It has been a tough several years for both the Company and you as a 12% Subordinated Noteholder. We have continued to accrue your interest and principal obligations to you during this time. Through November 30, 2021, we owe you $264,986.35 in accrued interest and $250,000.00 in original principal for a total of $514,986.35 on your 12% Subordinated Note.
As part of the Reabold transaction, we have undertaken to eliminate certain debt liabilities and simplify our share structure. We feel that after the transaction with Reabold is finalized, the Company will be stronger and the end result will be a stronger share price as we implement our new business plan.
Therefore, we are offering to convert your 12% Subordinated Note into 1,144,414 shares of Daybreak Oil and Gas, Inc. Common Stock in full satisfaction of our obligations to you pursuant to your 12% Subordinated Note. This offer is being made to all holders of the notes, but each holder may decide in his or her sole discretion whether or not to accept our offer.
As you may know, I personally own a 12% Subordinated Note for $250,000 and I am accepting this offer to convert my note to Common Stock. I feel, as a noteholder, that this exchange is our best opportunity to recoup the original investment and the interest owed to us"