TAPC Announces Transfer of Assets, Proposed Plan of Arrangement and Private Placement

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[{"type":"text","content":"TAPC Announces Transfer of Assets, Proposed Plan of Arrangement and Private PlacementCALGARY, AB / ACCESSWIRE / April 5, 2021 / Tenth Avenue Petroleum Corp. (\"TAPC\") (TSXV:TPC) has two wholly owned subsidiaries: Waskahigan Oil & Gas Corp (\"WOGC\") and Jadela Oil (US) Operating LLC (\"Jadela US\"). WOGC has one wholly owned subsidiary, Odaat Oil Corp (\"Odaat\"). TAPC has 10,512,668 common shares issued and outstanding. TAPC wishes to announce its intention to conclude three transactions: (a) Odaat will purchase the assets of TAPC and assume all debts of TAPC in exchange for a promissory note payable by Odaat and WOGC; (b) TAPC will complete a plan of arrangement wherein TAPC will exchange the debt owing by Odaat/WOGC for the TAPC assets for 10,512,668 common shares of WOGC (parent of Odaat); and (c) TAPC has sought TSXV approval to raise $500,000 by way of a private placement by the sale of 10,000,000 units at $0.05 per unit share post completion of the plan of arrangement. Each unit shall consist of one common share of TAPC and one transferrable common share purchase warrant with each warrant entitling the subscriber to acquire one additional common share at an exercise price of $0.08 per common share until the earlier of the date that is one year from the date of issuance of such warrant or the completion of a \"Reverse Takeover\" as defined in TSX Venture Exchange Policy 5.2). In addition, the warrants shall not be exercisable if such exercise would result in the holder owning or controlling common shares representing 10% or more of the outstanding common shares of TAPC. All of the securities issued under the private placement are subject to a four month resale restriction and contain a legend which will detail the resale restriction. If all approvals are obtained, conditions met and the plan of arrangement closes, TAPC will have no assets other the net proceeds of the $500,000 private placement. TAPC is paying a finders fee of 10% cash to qualified finders. From the net private placement proceeds will be paid the costs of the reorganisation. TAPC will retain its tax accounts. Post plan of arrangement, TAPC will have no liabilities. Trading in the common shares of TAPC will be suspended pending TAPC meeting TSXV listing criteria. There will be a change of control. There will be a change of directors and officers when n...

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