TIDMCOPL 
 
COPL Announces US$2.5 Million Equity Financing, Execution of Forbearance 
Agreement with Senior Lender and Appointment of Chief Restructuring Officer 
 
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. 
 
LONDON, United Kingdom and CALGARY, AB, Dec. 29, 2023 -- Canadian Overseas 
Petroleum Limited ("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 (the "Announcement") (i) US$2.5 million of committed 
common share financing and certain amendments to the outstanding Bonds (as 
defined below) of the Company, as described herein (collectively, the 
"Financing") (ii) the execution of a Forbearance Agreement with its senior 
lender and (iii) the appointment of a Chief Restructuring Officer. 
 
Other terms of the Financing include: 
 
  · Completion of the Financing is expected by January 15, 2024 and is intended 
to be used for working capital purposes. 
  · 1,312,232,633 common shares (the "New Shares") are to be purchased at a 
price (the "Subscription Price") of GBP 0.0015 by Anavio Capital Partners LLP or 
an entity or entities associated by it (the "Purchaser"). 
  · The Company will grant the Purchaser warrants equal to at least 100% of the 
number of New Shares, with each warrant entitling the holder to purchase a 
Common Share at the Subscription Price, expiring 26 August 2028. 
  · The conversion price of the Bonds will be amended to the Subscription Price 
per conversion share. The maturity date of the 2027 Bonds (as defined herein) 
will be extended to 26 January 2028, and the maturity date of the 2028 Bonds (as 
defined herein) will be extended to 26 January 2029. 
  · The commencement date for any exercise by the Company of its parity call 
option under each of the Bonds will be extended to 1 January 2025. 
  · The exercise price of the existing warrants will be amended to the 
Subscription Price, and the expiration date will be extended to 26 August 2028. 
  · The Company will appoint one additional independent non-executive director 
to be nominated by the Purchaser by no later than 31 March 2024. 
 
Senior lender support 
 
In concert with the Financing, COPL and its affiliates entered into a 
Forbearance Agreement with its existing Senior Credit Facility Lender and 
appointed Peter Kravitz of Province Fiduciary Services as Chief Restructuring 
Officer. 
 
Under the terms of the Forbearance Agreement, subject to certain conditions 
precedent and continued compliance with the Forbearance Agreement, the senior 
lender agrees not to enforce certain rights, remedy, powers and privileges 
available to it as a result existing defaults under the terms of the senior loan 
facility before February 29, 2024. 
 
Among other things, the Forbearance Agreement requires the Company to deliver a 
cash flow generative business plan which shall include a sales process for the 
Company's assets. There can be no guarantee that such a process will result in a 
sale or that even if a sale was completed, will result in net proceeds to the 
Company. 
 
Operations 
 
The Company has stopped natural gas and NGL purchases. Oil production for the 
4[th] quarter, up to December 28, 2023 averaged 1,083 bbl/d (gross). 
 
DTR 
 
As at the date of this announcement, the Company has a total of 1,038,771,819 
common shares issued and outstanding. There are no common shares held in 
treasury and therefore the total number of voting rights in the Company is 
1,038,771,819. 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. 
 
MI 61-101 
 
The Company has also determined that the Financing is 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 relies on the above exemptions on the basis that (i) as described in 
the Company's announcement of 20 December 2023, the Company is in serious 
financial difficulty because, without the Financing, it does not have sufficient 
working capital for its present requirements, (ii) the Financing is designed to 
improve the financial position of the Company, (iii) the transaction is not 
subject to court approval or court order, (iv) the Board of Directors of the 
Company and all independent directors, each of the foregoing acting in good 
faith, have determined that (i) and (ii) above apply and that the terms of the 
Financing are reasonable in the circumstances to the Company, and (v) as at the 
date hereof, there is no other requirement to hold a meeting to obtain the 
approval of the shareholders of the Company for the Financing. 
 
Definitions 
 
Reference is made to the Bond Instrument dated 26 July 2022 as amended on 24 
March 2023 and 10 October 2023 in respect of the issue of US$20,000,000 Senior 
Convertible Bonds due 2027 (the "2027 Bonds") (of which US$10.6 million 
principal amount remains outstanding), the Bond Instrument dated 26 July 2022 as 
amended on 30 December 2022, 24 March 2023 and 10 October 2023 in respect of the 
issue of US$24,000,000 Senior Convertible Bonds due 2028 (the "2028 Bonds") (of 
which US$10.8 million principal amount remains outstanding) (2028 Bonds together 
with the 2027 Bonds collectively, the "Bonds"). 
 
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 
Converse County Wyoming. 
 
The Common Shares are listed under the symbol "XOP" on the CSE and under the 
symbol "COPL" on the London Stock Exchange. 
 
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 Placing 
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 Placing 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 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 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. 
 
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 by the Company (apart from the responsibilities or liabilities that may 
be imposed by the Financial Services and Markets Act 2000, or the regulatory 
regime established thereunder) or by any of its 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. 
 
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, Tel: +44 (0) 77 4778 8221, Email: copl@yellowjerseypr.com; Peter 
Krens, Joint Broker, Equity Capital Markets, Tennyson Securities, Tel: +44 (0) 
20 7186 9033; Andrew Chubb / Neil Passmore, Advisor/Joint Broker, Hannam & 
Partners, +44 (0) 20 7907 850 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

January 02, 2024 02:01 ET (07:01 GMT)

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