Odyssey Petroleum Corp.

Odyssey Petroleum Corp.

April 28, 2010 16:29 ET

Notice of Default

Pursuant to National Policy 12-203

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 28, 2010) - Odyssey Petroleum Corp. (TSX VENTURE:ODE)(FRANKFURT:YQN) (the "Company") is filing this Notice of Default pursuant to National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("12-203") in respect of the Company's expected inability to file its annual audited financial statements for the year ended December 31, 2009 (the "Annual Financial Statements") by the deadline of April 30, 2010 as required by National Instrument 51-102 Continuous Disclosure Obligations. In connection with the Company's inability to file the Annual Financial Statements on time, the Company has applied to applicable Canadian securities regulators requesting that a management cease trade order (which restricts trading in the Company's securities by the Company's insiders) be issued as opposed to an issuer cease trade order (which restricts all trading in the Company's securities).

The Company is unable to file the Annual Financial Statements on time due to the cumulative effect of the following factors:

  1. The Company's auditors have advised the Company that they do not expect to be able to complete the audit by the filing date. 
  2. The Company's U.S. subsidiary (the "Subsidiary"), which operates all of the Company's wells, filed a Chapter 11 Bankruptcy Case Filing on April 23, 2010 in the United States Bankruptcy Court in the Southern District of Mississippi (see ODE News Release dated April 27, 2010). This has resulted in a necessity to undertake significantly increased audit procedures and confirmations. Until this filing, we had expected that the audit and the required statements would have been completed and filed on time. The Company anticipates that the duration of its default in filing its Annual Financial Statements will be less than 30 days.

The Company intends to remedy the default by taking the following steps:

  1. The Company has provided the auditors with the completed accounting records and draft financial statements and is diligently working with the auditors to complete the audit. 
  2. The field work of the Subsidiary is currently underway, and is completed for the parent Company.
  3. The Company has sufficient accounting staff to assist as necessary. 

Pursuant to 12-203, applicable Canadian securities commissions or regulators may impose an issuer cease trade order against the Company if the Annual Financial Statements are not filed by June 30, 2010, being the date that is two months following the date of the filing deadline for the Annual Financial Statements. In addition, an issuer cease trade order may be imposed sooner if the Company fails to file Default Status Reports on time in accordance with 12-203.

There is no assurance that the Company's application to applicable Canadian securities regulators will be accepted. If the securities regulators do not accept the Company's application for a management cease trade order, they may impose an issuer cease trade order against the Company.

The Company intends to satisfy the provisions of 12-203 by filing a bi-weekly Default Status Report containing the information prescribed by 12-203, as long as the Company remains in default of the financial statement filing requirement.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.

Note that any financial information contained in this announcement has been prepared by management of the Company and is unaudited.


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.

Contact Information

  • Odyssey Petroleum Corp.
    Joe DeVries
    Chief Executive Officer
    (604) 718-2800
    (604) 718-2808 (FAX)