Odyssey Petroleum Corp.

Odyssey Petroleum Corp.

September 17, 2010 18:50 ET

Odyssey Arranges Financing for U.S. Subsidiary and Proposes Consolidation and Name Change

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 17, 2010) - Odyssey Petroleum Corp. (TSX VENTURE:ODE)(FRANKFURT:YQN) - Further to our News Release of April 27, 2010 disclosing that ODE's wholly-owned Mississippi subsidiary, Odyssey Petroleum Corp. (U.S.) ("Odyssey US"), filed under Chapter 11 of the United States Bankruptcy Code for protection from its creditors, the Company further announces that it has agreed to a proposed plan of reorganization under the Bankruptcy Code (the "Plan"), pursuant to which the Company will exchange all its right, title and interest in Odyssey US and all other assets of the Company and Odyssey US located in Mississippi or related to its assets located in Mississippi in consideration of US$8,200,000 funding for the Plan.

Iroquois Capital Opportunity Fund ("IOC") will invest US$6,700,000 in equity and will receive 800 shares of new common stock in a reorganized Odyssey US as of the effective date. IOC will also provide a US$1,500,000 convertible debenture bearing interest at 12% per annum, convertible into 333 shares of the authorized common stock of the reorganized Odyssey US. In addition, the reorganized Odyssey US will assume approximately US$5,835,000 in debt for contracts and unexpired leases, and will pay the Company US$900,000.

The Company will receive 200 shares of new common stock in the reorganized Odyssey US, such that the Company's holdings in the reorganized Odyssey US will constitute 20% of such issued common stock in the reorganized Odyssey US as of the effective date.

The implementation of the Plan will effectively result in the disposition of 80% of the Company's interest in Odyssey US. The provisions of Section 301 of the Business Corporations Act (British Columbia) require a company to obtain shareholder approval by special resolution in the event it sells, leases or otherwise disposes of all or substantially all of its undertaking. A special resolution is a resolution passed by shareholders owning at least two-thirds of the votes cast on the resolution. The Company has scheduled an Annual and Special General Meeting to be held on October 15, 2010 (the "AGM").

The Company has signed a lock up agreement with IOC in support of the proposed Plan, subject to: (a) the shareholders of the Company approving the Plan at the AGM; (b) the Bankruptcy Court confirming the Plan; and (c) the receipt by the Company of all required Canadian regulatory and stock exchange approvals.

Proposed Consolidation and Name Change:

The Company further announces that it intends to seek shareholder approval at the AGM to a proposed consolidation of its share capital on 20 old shares for one new share basis, or such lesser whole number of pre-consolidated shares that the directors in their discretion may determine, to be implemented by the Company's Board of Directors in its discretion. The Company also proposes changing its name to Petrichor Energy Inc., or such other name as may be approved by the regulatory authorities. The Company intends to disseminate a further News Release in regard to the consolidation and name change prior to effecting the same.

Update Default Status Report:

ODE also announces further to its Default Status Report of June 21, 2010, that on July 13, 2010, the Company filed its annual audited financial statements for the year ended December 31, 2009, and on July 14, 2010, ODE filed its first quarter interim financials for the period ended March 31, 2010. However, the management cease trade order received from the B.C. Securities Commission on June 18, 2010 remains in effect until ODE is able to file its NI 51-101 oil and gas forms disclosing information as at December 31, 2009, which were required to be filed at the same time as the year end audited financial statements. The Company anticipates filing this report by October 15, 2010.


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)