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

CALGARY, 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 new directors are approved by the TSXV. There will be a change of auditors concurrent with the Reverse Takeover. No person is expected to own more than 10% of the common shares of TAPC post completion of the change of control, plan or arrangement and private placement. There is no guarantee the TSXV will approve the private placement or the pricing of the placement.

It is likely TAPC will change its business from the oil and gas business. It is likely TAPC will change its name. TAPC has not entered into any binding on non-binding reverse takeover/business combination agreement with a target company. There is no guarantee TAPC will ever enter into a binding reverse takeover/business combination transaction. If TAPC fails to enter into a transaction which meets TSXV listing requirements, TAPC may be delisted from the TSXV. If TAPC enters into a business combination agreement, it must obtain regulatory and shareholder approval. TAPC shareholders will be provided dissent rights. There can be no guarantee that the capital structure will remain intact post reverse takeover/business combination. TAPC shareholders may be subject to a consolidation of shares.

If all approvals are obtained, conditions met and the plan of arrangement closes, WOGC will become a stand alone reporting issuer in Alberta. WOGC will no longer be a subsidiary of TAPC. The shareholders of WOGC will be the same shareholders of TAPC (other than the placees of the $500,000 private placement). WOGC will not be listed on any stock exchange. There is no guarantee WOGC will ever be listed on any exchange.

TAPC has called an annual general and special shareholders meeting for May 14, 2021 to approve the plan of arrangement and the private placement. The transfer of assets, plan of arrangement and private placement are subject to regulatory approval. The plan of arrangement is subject to the approval of the Court of Queen’s Bench of Alberta. The plan of arrangement and the private placement are subject to shareholder approval. The plan of arrangement special resolution must be passed by shareholders holding 66 2/3% of the share voted at the meeting, There is no guarantee the shareholders will approve the plan of arrangement. The private placement resolution must be passed by shareholders holding 50% of the shares voting at the meeting. Gregory J. Leia, and related parties, own approx. 55% of the common shares. TAPC shareholders will be provided dissent rights under the Business Corporations Act (Alberta). Target date for closing of the change of control, plan of arrangement and the private placement is the end of May 2021.

About TAPC

Tenth Avenue Petroleum Corp. is a junior oil and gas exploration company. For further information, please contact:

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SOURCE: Tenth Avenue Petroleum Corp.

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