Oyster to Dispose of Oil and Gas Assets IN Debt Settlement Transaction
Suite 918-1030 West Georgia Street
Vancouver, British Columbia, Canada, V6E 2Y3
Tel. No. (604) 628-5621 ♦ Fax No. (604) 662-7950
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 shar e 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 Compan y 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. Any transfer of the Company’s listing to the NEX board of the Exchange is
subject to meeting applicable listing requirements of the Exchange.
Readers are cautioned that there can be no guarantee that approval of the shareholders or the
Exchange will be received, and that the Settlement will be completed as planned or in a timely
fashion.
The Company also announces the appointment of Mr. Gavin Cooper as director. Mr. Greg
Turnbull has decided to step down as a Director. The Company wishes to thank Mr. Turnbull
for his many contributions to the Company.
About Oyster Oil and Gas Ltd.
Oyster is an upstream oil and gas company with a focus on Eastern Africa. Oyster holds
production sharing contracts interests with the Government of Djibouti and the
Government of Madagascar. Oyster holds four blocks comprising approximately 3.5
million acres onshore and offshore in Djibouti; and holds a 100% working interest and is
the operator of an onshore block located in northwest Madagascar covering approximately
2.8 million acres.
For further information please contact:
Martin Bajic, CFO
Tel: (604) 628-5621
Fax: (604) 662-7950
This news release contains statements about the Company's expectations regarding the completion of the
Settlement 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 act ual 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 regulatory
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, fut ure 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.