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.
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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 -2name 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 forwardlooking 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.