Mr. Martin Bajic reports
OYSTER TO DISPOSE OF OIL AND GAS ASSETS
IN DEBT SETTLEMENT TRANSACTION
Oyster Oil and Gas Ltd. has reached an agreement, dated effective Feb. 21, 2019, with two arm's-length creditors to the company, Northbay Capital Partners Corp.
and Gunsynd PLC, pursuant to which the creditors have
agreed to settle 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 Ltd. (Subco).
The outstanding 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 share 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 company 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 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 Gavin Cooper as director. 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 it holds a 100-per-cent working interest and is
the operator of an onshore block located in northwest Madagascar covering approximately
2.8 million acres.
We seek Safe Harbor.
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