CORP / Odyssey Announces Financing and Additions to Board of
Directors
NASDAQ SYMBOL: OILYF
DECEMBER 30, 1998
CALGARY, ALBERTA--ODYSSEY PETROLEUM CORPORATION (OTCBB:OILYF-BB)
("Odyssey" or the "Company") is pleased to announce the completion
of the first installment of an aggregate US$3,000,000 financing
(the "Financing") with Melrose Resources plc ("Melrose") and the
addition of Mr. Robert F. M. Adair and Mr. Chris C.A. Thomas to
the Board of Directors.
Pursuant to the terms of the Financing, Melrose will acquire, in
four installments, a total of 24,000,000 common shares at a price
of US$0.125 per common share, as follows:
1. The first installment (closed on December 30, 1998) for
12,000,000 common shares at an aggregate price of US$1,500,000;
2. The second installment for 4,000,000 common shares at an
aggregate price of US$500,000 is scheduled to close in February
1999;
3. The third installment for 4,000,000 common shares at an
aggregate price of US$500,000 is scheduled to close in April 1999;
4. The fourth installment for 4,000,000 common shares at an
aggregate price of US$500,000 is scheduled to close in June 1999.
Although the Company anticipates the closing of the second, third
and fourth installments of the Financing to occur as scheduled,
intervening events may arise which may delay or preclude such
installments from closing.
Simultaneously with the closing of the first installment, Melrose
(1) acquired from a third party all of the Company's outstanding 8
percent Convertible Debentures due October 1, 2002 (the principal
balance of which is US$1,750,000) and the accrued and unpaid
interest thereon (the "Debentures") and (2) gave notice of the
conversion of the Debentures into 15,356,000 common shares.
Accordingly, upon issuance of the first installment common shares
and consummation of the conversion of the Debentures, Melrose will
own of record 27,356,000 common shares representing approximately
67 percent of the then issued and outstanding common shares,
giving it effective control. Upon consummation of the second,
third and fourth installments of the Financing, Melrose will own
of record 39,356,000 common shares representing approximately 75
percent of the then issued and outstanding common shares.
In addition, pursuant to the Financing and the acquisition of the
Debentures, Melrose has conditionally acquired warrants (the
"Warrants") entitling it to purchase for each common share held
one-half additional share up to a maximum of 19,678,000 common
shares at a price of US$0.125 per common share. The Warrants will
expire on December 30, 1999.
Mr. Adair is a Chartered Accountant and graduated in Geology from
Oxford University. Mr. Adair qualified as a Chartered Accountant
with Arthur Anderson specializing in oil and gas taxation matters.
Mr. Adair, who has significant experience in the oil and gas
industry, was the founder of Melrose and is the Chairman of the
Board of Melrose Resources plc.
Mr. Chris Thomas is a Chartered Accountant and is Managing
Director of Melrose Resources plc. Mr. Thomas qualified as a
Chartered Accountant with Grant Thornton and specialized in
corporate finance advisory matters. Mr. Thomas has significant
experience in the oil and gas industry having served clients in
the industry while in public practice and having been with Melrose
since 1995.
Melrose Resources plc is a UK based energy resource company with
producing oil properties in the Permian Basin in Texas and New
Mexico and a gas field development in the Black Sea, offshore
Bulgaria.
Odyssey is a Canadian-based energy resource company with a 50
percent working interest in three onshore exploration blocks in
Egypt - Qantara, El Mansoura and Siwa. Odyssey is also engaged in
the production and distribution of ethanol in the western United
States.
This release contains "forward looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or
"does not anticipate"', "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could",
"would", "might", or "will" be taken , occur or be achieved) are
not statements of historical fact and may be "forward looking
statements". Forward-looking statements are based on expectations,
estimates and projections at the time the statements are made that
involve a number of risks and uncertainties which could cause
actual results or events to differ materially from those presently
anticipated. These include, but are not limited to, the risks of
the petroleum industry (for example, operational risks of
exploring, the uncertainty of reserves estimates and estimates
relating to production volumes, cost and expense projections,
potential cost overruns and health, safety and environmental
risks), risks relating to the Company's properties (for example,
lack of operating history and transportation), political and
economic stability of the countries where the Company operates,
fluctuations in oil prices and exchange rates and uncertainties
resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures.
Reference is made to the Company's Annual Report on Form 20F for a
more complete discussion of these risks. Although the Company
believes that the expectations reflected in such forward looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. |
