To U.S. News Agencies Oyster Oil and Gas Ltd. Issues Additional Payment Securities on Acquisition of Oil and Gas Interests in Madagascar
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Suite 918-1030 West Georgia Street Vancouver, British Columbia Canada V6E 2Y3 Tel. No. (604) 628-5621 ♦ Fax No. (604) 662-7950
TSX-V Trading Symbol: OY
OYSTER OIL AND GAS LTD. ISSUES ADDITIONAL PAYMENT SECURITIES ON ACQUISITION OF OIL AND GAS INTERESTS IN MADAGASCAR
Vancouver, British Columbia – December 4, 2013 – Oyster Oil and Gas Ltd. (the “Company”) announces that, in accordance with the terms of the Amended and Restated Share Exchange Agreement made as of February 4, 2013 (the “SEA”), pursuant to which the Company acquired (the “Oyster Acquisition”) all of the shares of its now wholly-owned subsidiary, Oyster Oil and Gas Limited, it has received TSX Venture Exchange approval and accordingly has issued to the vendors as additional consideration for the Oyster Acquisition 1,853,785 additional common shares of the Company (the “Additional Payment Shares”) and warrants (the “Additional Payment Warrants”) for the purchase of up to an additional 1,166,945 common shares of the Company at a per share exercise price of $0.625 until May 27, 2016.
In accordance with the terms of the SEA as previously announced on March 12, 2013, the Company has agreed that if within 18 months of the closing of the Oyster Acquisition it enters into one or two agreements for the acquisition by the Company of property in East Africa or elsewhere that the Board of Directors of the Company considers to be in the best interests of the Company’s shareholders, then for each of such one or two agreements the Company would issue additional payment securities to the vendors under the SEA for the Oyster Acquisition. The Madagascar acquisition, as previously announced in the Company’s news releases dated September 6, 2013 and October 24, 2013, qualifies as the first acquisition subsequent to the Oyster Acquisition requiring the Company to issue additional payment securities under the terms of the SEA.
1,630,276 of the Additional Payment Shares and Additional Payment Warrants entitling the purchase of 1,026,252 common shares are subject to a voluntary escrow providing for release of the securities from escrow over the next 27 months. All common shares issued, including common shares which may be acquired upon the exercise of the Additional Payment Warrants, are subject to a hold period until March 28, 2014, in accordance with applicable securities legislation.
About Oyster Oil and Gas Ltd.
Oyster Oil and Gas Ltd. is an oil and gas exploration company with a focus on eastern Africa. The Company holds a production sharing contract with the Government of Djibouti with respect to four blocks comprising approximately 3.5 million acres onshore and offshore in the Republic of Djibouti and has acquired a 10% working interest in an onshore block in Madagascar covering approximately 3.7 million acres.
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For further information please contact:
Martin Bajic, Chief Financial Officer Tel: (604) 628-5621 Fax: (604) 662-7950
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain statements that may be deemed “forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors should change, except as required by law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.