Oyster Oil and Gas (OY-V) May 6, '19 has called a meeting of its shareholders to approve the settlement of outstanding debts owing to two arm's-length creditors of the company, Northbay Capital Partners Corp. and Gunsynd PLC. In settlement outstanding debts owing to the Creditors debentures issued by the Company, the Company has in connection with certain convertible debe agreed to transfer ownership of all of the outstanding share capital of the Company's operating subsidiary, Oyster Oil & Gas Limited.
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. Approval of the Settlement will be sought at an annual general and special meeting (the "Meeting") of 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 he Company obtaining the necessary shareholder approval at the Meeting. 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 wil willl no longer have any operating assets and will cease to meet the Continued Listing Requirements of the Exchange. The Company has been notified that its listing will be transferred to the NEX ransfer of the Company's board of the Exchange following completion of the Settlement. Transfer 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 one basis, change the name of the Company to "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 operations following completionon 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 sources and opportunities for the Company. Completion of any share consolidation or name 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 other 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 other 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:
Emily Davis, Corporate Secretary
Tel: (604) 628-5616
Fax: (604) 662-7950
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