TIDMCOPL
RNS Number : 7679Z
Canadian Overseas Petroleum Ltd
16 January 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
COPL Announces Closing of $2.5m Financing
London, United Kingdom; Calgary, Canada: January 16, 2024 -
Canadian Overseas Petroleum Limited and its affiliates ("COPL" or
the "Company") (XOP: CSE) & (COPL: LSE), an international oil
and gas exploration, production and development company with
production and development operations focused in Converse and
Natrona counties, Wyoming, USA, announces completion on January 15,
2024, of the critical $2.5 million equity financing providing the
Company with short-term working capital .
Financing Highlights
-- 1,312,232,633 common shares of no par value have been issued
to the Company's leading equity and convertible bond investor
Anavio Capital Partners LLP ("Anavio").
-- On closing of the financing, Anavio will hold 24.5% of COPL's
issued and outstanding share capital.
-- The Company will also grant Anavio 1,312,232,633 common share
purchase warrants to be exercisable at GBP0.0015 per common share,
expiring August 26, 2028.
-- The Company's existing convertible bonds and warrants have
been amended in accordance with the announcement on December 29,
2023.
The Company had urgent liquidity needs and secured the $2.5
million of equity financing, on the same terms previously disclosed
on December 29, 2023, to provide short-term working capital to:
-- Retain an independent E&P technical consultant in the
United States. The consultant is currently evaluating field
operations and future development plans.
-- Appoint a Chief Restructuring Officer, including a team of
restructuring professionals and financial advisor; and,
-- Maintain the Company's LSE & CSE public listings while
the Company works with the senior lender and professional advisors
to determine the best path forward for all the Company's
stakeholders.
The Company is also exploring ways to allow shareholders and
other investors the chance to participate in an equity placing. The
Company remains in a precarious financial situation with very
limited liquidity. As previously announced, the forbearance
agreement with the Senior Lender expires on February 29, 2024 and
there can be no assurance that it will be extended or that the
conditions of default will be remedied or waived.
UK - DTR & LR14
Following the issuance of the 1,312,232,633 common shares the
Company will have a total of 2,656,603,131 common shares issued and
outstanding. There are no common shares held in treasury and
therefore the total number of voting rights in the Company from
that date is 2,656,603,131. This figure may be used by shareholders
in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
Applications will be made for the common shares to be admitted
to the FCA's Official List and to trading on the London Stock
Exchange's main market for listed securities within the next twelve
months, in accordance with Listing Rule 14.3.4.
M.I. 61-101
The Company had also determined that the financing was a
"related party transaction" pursuant to Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and is exempt from the formal valuation
and minority approval requirements applicable to related party
transactions defined under MI 61-101 pursuant to the financial
hardship exemption under sections 5.5(g) and 5.7(1)(e) of MI
61-101.
The Company relied on the above exemptions on the basis that:
(i) as described in the Company's announcements of December 20,
2023, December 29, 2023 and January 10, 2024 and January 12, 2024,
the Company is in serious financial difficulty and without the
financing, it would not have sufficient working capital for its
present requirements, (ii) the financing was designed to improve
the financial position of the Company, (iii) the transaction was
not subject to court approval or court order, (iv) the Board and
all independent directors, each of the foregoing acting in good
faith, determined that (i) and (ii) above applied and that the
terms of the financing were reasonable in the circumstances to the
Company, and (v) as at the date hereof, and with the granting of
certain exemptions by the Canadian Securities Exchange there is no
other requirement to hold a meeting to obtain the approval of the
shareholders of the Company for the financing.
About the Company:
COPL is an international oil and gas exploration, development
and production company actively pursuing opportunities in the
United States with operations in Wyoming.
For further information, please contact:
Mr. Tom Richardson, Chairman
Mr. Ryan Gaffney, CFO
Canadian Overseas Petroleum Limited
Tel: + 1 (403) 262 5441
Cathy Hume
CHF Investor Relations
Tel: +1 (416) 868 1079 ext. 251
Email : cathy@chfir.com
Charles Goodwin
Yellow Jersey PR Limited
Email : copl@yellowjerseypr.com
Neil Passmore / Mario Doerflinger
Financial Advisor/Joint Broker
Hannam & Partners
+44 (0) 20 7907 8500
Email: njp@hannam.partners / md@hannam.partners
Peter Krens
Joint Broker
Equity Capital Markets, Tennyson Securities
Tel: +44 (0) 20 7186 9033
The Common Shares are listed under the symbol "XOP" on the CSE
and under the symbol "COPL" on the London Stock Exchange.
All $ figures are United States Dollars unless otherwise
noted.
Market Abuse Regulation disclosure
The information contained within this Announcement is deemed by
the Company to constitute inside information pursuant to Article 7
of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended
("MAR") encompassing information relating to the Financing
described above, and is disclosed in accordance with the Company's
obligations under Article 17 of MAR. In addition, market soundings
(as defined in MAR) were taken in respect of the Financing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, upon publication of this
Announcement, those persons that received such inside information
in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.
Caution regarding forward looking statements
This news release contains forward-looking statements. The use
of any of the words "initial, "scheduled", "can", "will", "prior
to", "estimate", "anticipate", "believe", "should", "forecast",
"future", "continue", "may", "expect", and similar expressions are
intended to identify forward-looking statements. The
forward-looking statements contained herein are based on certain
key expectations and assumptions made by the Company, including,
but not limited to, the ability to raise the necessary funding for
operations, delays or changes in plans with respect to exploration
or development projects or capital expenditures. Although the
Company believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements since the
Company can give no assurance that they will prove to be correct
since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties most of which are beyond the control of Canadian
Overseas Petroleum Ltd. For example, the uncertainty of reserve
estimates, the uncertainty that the Financing will complete the
uncertainty of estimates and projections relating to production,
cost overruns, health and safety issues, political and
environmental risks, commodity price, interest rate and exchange
rate fluctuations, changes in legislation affecting the oil and gas
industry could cause actual results to vary materially from those
expressed or implied by the forward-looking information.
Forward-looking statements contained in this news release are made
as of the date hereof and Canadian Overseas Petroleum Ltd.
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Hannam & Partners, which is a member of the London Stock
Exchange, is authorised and regulated in the United Kingdom by the
FCA is acting as joint broker in connection with the Financing.
Alternative Resource Capital, a trading name of Shard Capital
Partners LLP, and Tennyson Securities, each authorised and
regulated in the United Kingdom by the FCA are acting as joint
broker in connection with the Financing. Each of Hannam &
Partners, Alternative Resource Capital and Tennyson Securities are
acting exclusively for the Company in connection with the matters
referred to in this Announcement and for no-one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted (apart
from the responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000, or the regulatory regime
established thereunder) the Company or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
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END
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