Odyssey Arranges Financing for U.S. Subsidiary and Proposes Consolidation and Name Change
September 17 2010 - 6:50PM
Marketwired
Odyssey Petroleum Corp. (TSX VENTURE: ODE)(FRANKFURT: YQN) -
Further to our News Release of April 27, 2010 disclosing that ODE's
wholly-owned Mississippi subsidiary, Odyssey Petroleum Corp. (U.S.)
("Odyssey US"), filed under Chapter 11 of the United States
Bankruptcy Code for protection from its creditors, the Company
further announces that it has agreed to a proposed plan of
reorganization under the Bankruptcy Code (the "Plan"), pursuant to
which the Company will exchange all its right, title and interest
in Odyssey US and all other assets of the Company and Odyssey US
located in Mississippi or related to its assets located in
Mississippi in consideration of US$8,200,000 funding for the Plan.
Iroquois Capital Opportunity Fund ("IOC") will invest
US$6,700,000 in equity and will receive 800 shares of new common
stock in a reorganized Odyssey US as of the effective date. IOC
will also provide a US$1,500,000 convertible debenture bearing
interest at 12% per annum, convertible into 333 shares of the
authorized common stock of the reorganized Odyssey US. In addition,
the reorganized Odyssey US will assume approximately US$5,835,000
in debt for contracts and unexpired leases, and will pay the
Company US$900,000.
The Company will receive 200 shares of new common stock in the
reorganized Odyssey US, such that the Company's holdings in the
reorganized Odyssey US will constitute 20% of such issued common
stock in the reorganized Odyssey US as of the effective date.
The implementation of the Plan will effectively result in the
disposition of 80% of the Company's interest in Odyssey US. The
provisions of Section 301 of the Business Corporations Act (British
Columbia) require a company to obtain shareholder approval by
special resolution in the event it sells, leases or otherwise
disposes of all or substantially all of its undertaking. A special
resolution is a resolution passed by shareholders owning at least
two-thirds of the votes cast on the resolution. The Company has
scheduled an Annual and Special General Meeting to be held on
October 15, 2010 (the "AGM").
The Company has signed a lock up agreement with IOC in support
of the proposed Plan, subject to: (a) the shareholders of the
Company approving the Plan at the AGM; (b) the Bankruptcy Court
confirming the Plan; and (c) the receipt by the Company of all
required Canadian regulatory and stock exchange approvals.
Proposed Consolidation and Name Change:
The Company further announces that it intends to seek
shareholder approval at the AGM to a proposed consolidation of its
share capital on 20 old shares for one new share basis, or such
lesser whole number of pre-consolidated shares that the directors
in their discretion may determine, to be implemented by the
Company's Board of Directors in its discretion. The Company also
proposes changing its name to Petrichor Energy Inc., or such other
name as may be approved by the regulatory authorities. The Company
intends to disseminate a further News Release in regard to the
consolidation and name change prior to effecting the same.
Update Default Status Report:
ODE also announces further to its Default Status Report of June
21, 2010, that on July 13, 2010, the Company filed its annual
audited financial statements for the year ended December 31, 2009,
and on July 14, 2010, ODE filed its first quarter interim
financials for the period ended March 31, 2010. However, the
management cease trade order received from the B.C. Securities
Commission on June 18, 2010 remains in effect until ODE is able to
file its NI 51-101 oil and gas forms disclosing information as at
December 31, 2009, which were required to be filed at the same time
as the year end audited financial statements. The Company
anticipates filing this report by October 15, 2010.
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)
www.odysseypetroleum.com
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