Odyssey Petroleum Corp.

Odyssey Petroleum Corp.

September 23, 2009 14:58 ET

Odyssey Announces Negotiation of Private Placement and Stock Option Grant

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 23, 2009) -


Odyssey Petroleum Corp. (TSX VENTURE:ODE)(FRANKFURT:YQN) (the "Company" or "ODE") announces that it has negotiated, subject to acceptance by the Exchange, a private placement for gross proceeds of up to $1,000,000. These funds will be raised by the Company issuing a total of up to 20,000,000 Units (the "Units") at a price of $0.05 per Unit, each Unit consisting of one common share and one share purchase warrant, each warrant entitling the holder thereof to purchase one additional common share, exercisable for a period of one year from the date of issuance at a price of $0.10 per share.

Proceeds raised from the private placement will be used towards exploration and development of the Company's Mississippi oil and gas assets (see ODE News Release dated September 2, 2009), and for general working capital purposes.

The Company may pay finders' fees in connection with the private placement in accordance with the rules and policies of the Exchange.

Four of the directors and officers of the Company, together with an associate of an officer or director of the Company that is a related party, may together directly and indirectly subscribe for a total of up to 4,000,000 Units, and upon closing of this private placement, those related parties may therefore acquire up to an additional 4,000,000 shares in the capital stock of the Company which will increase their pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and, with the value of the Related Party Transaction being less than 25% of the Company's market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of the Ontario Securities Commission's Rule 61-501.

The Company also announces that pursuant to its 20% Stock Option Plan (the "Plan") it has granted to certain eligible participants options to purchase a total of 4,000,000 common shares at a price of $0.05 per share, exercisable on or before September 22, 2011. The options are subject to vesting provisions (25% on date of grant; 12.5% every quarter thereafter), and any shares issued on exercise of the options in accordance with those vesting provisions will be subject to a hold period under applicable Canadian securities laws expiring January 24, 2010.

The Plan was approved by the Company's Shareholders at its Annual General Meeting held August 20, 2007, and was accepted for filing by the TSX Venture Exchange on January 28, 2008. Although the Company received shareholder approval at its Annual General Meeting held August 18, 2008 to increase the Plan (the "2008 Plan"), it has not yet submitted that increased 2008 Plan to the Exchange.

After this grant, a balance of 409,466 shares remain available for issuance under the Plan, unless the Company submits the 2008 Plan to the TSX-V for acceptance, which would then provide that a balance of 3,294,299 shares remain available.

About Odyssey Petroleum Corp. - Odyssey Petroleum Corp. is a Canadian based junior oil and gas company traded publicly under the symbol ODE on the TSX-V Exchange. The Company's mission is the discovery and development of economic oil and gas through the exploration of high quality projects located primarily in the Southeastern United States.


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.

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