Notice of Default
April 28 2010 - 4:29PM
Marketwired
Odyssey Petroleum Corp. (TSX VENTURE: ODE)(FRANKFURT: YQN) (the
"Company") is filing this Notice of Default pursuant to National
Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults
("12-203") in respect of the Company's expected inability to file
its annual audited financial statements for the year ended December
31, 2009 (the "Annual Financial Statements") by the deadline of
April 30, 2010 as required by National Instrument 51-102 Continuous
Disclosure Obligations. In connection with the Company's inability
to file the Annual Financial Statements on time, the Company has
applied to applicable Canadian securities regulators requesting
that a management cease trade order (which restricts trading in the
Company's securities by the Company's insiders) be issued as
opposed to an issuer cease trade order (which restricts all trading
in the Company's securities).
The Company is unable to file the Annual Financial Statements on
time due to the cumulative effect of the following factors:
1. The Company's auditors have advised the Company that they do not expect
to be able to complete the audit by the filing date.
2. The Company's U.S. subsidiary (the "Subsidiary"), which operates all of
the Company's wells, filed a Chapter 11 Bankruptcy Case Filing on April
23, 2010 in the United States Bankruptcy Court in the Southern District
of Mississippi (see ODE News Release dated April 27, 2010). This has
resulted in a necessity to undertake significantly increased audit
procedures and confirmations. Until this filing, we had expected that
the audit and the required statements would have been completed and
filed on time. The Company anticipates that the duration of its default
in filing its Annual Financial Statements will be less than 30 days.
The Company intends to remedy the default by taking the
following steps:
1. The Company has provided the auditors with the completed accounting
records and draft financial statements and is diligently working with
the auditors to complete the audit.
2. The field work of the Subsidiary is currently underway, and is completed
for the parent Company.
3. The Company has sufficient accounting staff to assist as necessary.
Pursuant to 12-203, applicable Canadian securities commissions
or regulators may impose an issuer cease trade order against the
Company if the Annual Financial Statements are not filed by June
30, 2010, being the date that is two months following the date of
the filing deadline for the Annual Financial Statements. In
addition, an issuer cease trade order may be imposed sooner if the
Company fails to file Default Status Reports on time in accordance
with 12-203.
There is no assurance that the Company's application to
applicable Canadian securities regulators will be accepted. If the
securities regulators do not accept the Company's application for a
management cease trade order, they may impose an issuer cease trade
order against the Company.
The Company intends to satisfy the provisions of 12-203 by
filing a bi-weekly Default Status Report containing the information
prescribed by 12-203, as long as the Company remains in default of
the financial statement filing requirement.
The Company is not currently subject to any insolvency
proceedings. If the Company provides any information to any of its
creditors during the period in which it is in default of filing the
Annual Financial Statements, the Company confirms that it will also
file material change reports on SEDAR containing such
information.
Note that any financial information contained in this
announcement has been prepared by management of the Company and is
unaudited.
ODYSSEY PETROLEUM CORP.
Joe DeVries, Chief Executive Officer
Forward-Looking Statements:
Statements in this release that are forward-looking statements
are subject to various risks and uncertainties concerning the
specific factors identified in ODE's periodic filings with Canadian
and European Securities Regulators. Such forward-looking
information represents management's best judgment based on
information currently available. No forward-looking statement can
be guaranteed and actual future results may vary materially. ODE
does not assume the obligation to update any forward-looking
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 release.
Contacts: Odyssey Petroleum Corp. Joe DeVries Chief Executive
Officer (604) 718-2800 (604) 718-2808 (FAX)
Odyssey Petroleum Corp. (TSXV:ODE)
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