). Further to our News Release of April27, 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.