FOR Debt Settlement Transaction
Vancouver, British Columbia
Tel. No. (604) 628
OYSTER T
FOR DEBT SETTLEMENT TRANSACTION
Vancouver, British Columbia
“Company”) (OY: TSXV, 13L: FSE)
shareholders to approve the settlement (the “
two arms’-length creditors to the Company
PLC (collectively, the “Creditors
in connection with certain convertible debe
agreed to transfer ownership of
wholly-owned operating subsidiary, Oyster Oil & Gas Limited.
The Settlement represents a disposition of substantially a ll o
and, as a result, is subject to the approval of the shareholders of the Company .
the Settlement will be sought at an annual general and special meeting
shareholders to be held on June 7, 2019.
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. The Exchange has conditional accepted the Settlement, subject to t
obtaining the necessary s hareholder approval at the Meeting.
common shares has been halted, and is expected to remain halted pending completion of the
Settlement. Following completion of the Settlement, the Company wil
operating assets and will cease to meet the Continued Listing Requirements of the
Exchange. The Company has been notified
board of the Exchange following completion of the Settlement.
listing to the NEX board of the Exchange is subject to meeting applicable listing
requirements of the Exchange.
At the Meeting, the Company also intends to seek shareholder approval to consolidate the
Company’s outstanding share c
the Company t o “ZTR Acquisition Corp.” and adopt a new incentive stock option plan.
These additional matters will form part of the Company’s effort to restructure its
following completion of the Settlement.
consolidation is received at the Meeting, the final ratio for the consolidation will be
determined by the board of directors of the Company, taking into account available funding
sources and opportunities for the Company.
Suite 918-1030 West Georgia Street
Vancouver, British Columbia, Canada, V6E 2Y3
Tel. No. (604) 628-5621 ♦ Fax No. (604) 662-7950
OYSTER TO SEEK SHAREHOLDER APPROVAL
DEBT SETTLEMENT TRANSACTION
Vancouver, British Columbia – May 6, 2019 – Oyster Oil and Gas Ltd. (
(OY: TSXV, 13L: FSE) announces that it has called a meeting of its
shareholders to approve the settlement (the “Settlement”) of outstanding debts owing to
length creditors to the Company, Northbay Capital Partners Corp. and Gunsynd
Creditors”). In settlement outstanding debts owing to the Creditors
in connection with certain convertible debentures issued by the Company, the Company has
agreed to transfer ownership of all of the outstanding share capital of the Company’s
owned operating subsidiary, Oyster Oil & Gas Limited.
The Settlement represents a disposition of substantially a ll of the assets of the Company
and, as a result, is subject to the approval of the shareholders of the Company .
the Settlement will be sought at an annual general and special meeting (the “
shareholders to be held on June 7, 2019.
he Settlement represents a “reviewable disposition” under the policies of the TSX Venture
”) and, as a result, is subject to the review and approval of the
The Exchange has conditional accepted the Settlement, subject to t
obtaining the necessary s hareholder approval at the Meeting. Trading in the Company’s
common shares has been halted, and is expected to remain halted pending completion of the
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
has been notified that its listing will be transferred to the NEX
board of the Exchange following completion of the Settlement. Transfer of the Company’s
listing to the NEX board of the Exchange is subject to meeting applicable listing
requirements of the Exchange.
At the Meeting, the Company also intends to seek shareholder approval to consolidate the
Company’s outstanding share capital on up to a twenty-for-one basis, change the name of
the Company t o “ZTR Acquisition Corp.” and adopt a new incentive stock option plan.
form part of the Company’s effort to restructure its
on of the Settlement. Assuming shareholder approval for a
consolidation is received at the Meeting, the final ratio for the consolidation will be
determined by the board of directors of the Company, taking into account available funding
unities for the Company. Completion of any share consolidation or
Oyster Oil and Gas Ltd. (the
announces that it has called a meeting of its
”) of outstanding debts owing to
, Northbay Capital Partners Corp. and Gunsynd
to the Creditors
the Company has
all of the outstanding share capital of the Company’s
f the assets of the Company
and, as a result, is subject to the approval of the shareholders of the Company . Approval of
(the “Meeting”) of
he Settlement represents a “reviewable disposition” under the policies of the TSX Venture
”) and, as a result, is subject to the review and approval of the
The Exchange has conditional accepted the Settlement, subject to the Company
Trading in the Company’s
common shares has been halted, and is expected to remain halted pending completion of the
l no longer have any
operating assets and will cease to meet the Continued Listing Requirements of the
that its listing will be transferred to the NEX
ransfer of the Company’s
listing to the NEX board of the Exchange is subject to meeting applicable listing
At the Meeting, the Company also intends to seek shareholder approval to consolidate the
one basis, change the name of
the Company t o “ZTR Acquisition Corp.” and adopt a new incentive stock option plan.
form part of the Company’s effort to restructure its operations
Assuming shareholder approval for a
consolidation is received at the Meeting, the final ratio for the consolidation will be
determined by the board of directors of the Company, taking into account available funding
Completion of any share consolidation or
-2-
name change, and the adoption of any new incentive stock option plan, is subject to the
review and approval of the Exchange.
Readers are cautioned that there can be no guarantee that approval of Settlement will be
obtained at the Meeting, or that final acceptance of the Exchange will be received, and that
the Settlement, or any o ther matters considered and approved at the Meeting, will be
completed as planned or in a timely fashion. For further information concern the Meeting,
the Settlement, and any o ther matters to be considered at the Meeting, readers are
encouraged to review the management information circular prepared for the Meeting. A
copy of the circular will mailed to shareholders of record as of May 1, 2019, and will also
be available under the Company’s profile on SEDAR (www.sedar.com).
For further information please contact:
Martin Bajic, Chief Financial Officer
Tel: (604) 628-5621
Fax: (604) 662-7950
This news release contains statements about the Company's expectations regarding the completion of the
Settlement, and the Meeting, that are forward-looking in nature and, as a result, are subject to certain risks
and uncertainties. Although the Company believes that the expectations reflected in these forward-looking
statements are reasonable, undue reliance should not be placed on them as actual results may differ
materially from the forward-looking statements and there can be no assurance that such expectations will
prove to be correct. Factors that could cause the actual results to differ materially from those in forward-
looking statements include failure to complete the Settlement for any reason whatsoever and failure to
obtain any necessary regulatory or shareholder approvals. The forward-looking statements contained in this
news release are made as of the date hereof, and the Company undertakes no obligation to update publicly
or revise any forward-looking statements or information, whether as a result of new information, future
events or otherwise, except a required by applicable securities laws. The forward-looking statements
contained in this news release are expressly qualified by this cautionary statement.
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.