REG - Canadian O'Seas Petr - Completion of US$14.8m Convertible Bond Financing

Canadian Overseas PetroleumAnnouncement

27/03/2023 07:00

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RNS Number : 2316U  Canadian Overseas Petroleum Ltd  27 March 2023

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 US$14.8 million Convertible Bond Financing with
the Full Upsize Option being Exercised

London, United Kingdom; Calgary, Canada: March 27, 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, is pleased to announce (the "Announcement") that it
successfully completed its US$14.8 million convertible bond financing on March
24, 2023 with the full increase option being exercised (the "Convertible
Financing").

 

The Convertible Financing has been led by the main bondholder (the "Main
Bondholder"), institutional stakeholders, and new institutional investors
providing the full amount of US$14.8 million principal, showing their strong
support for the Company. 70,257,026 new warrants have been issued in this
Convertible Financing.  Closing of the Convertible Financing also triggered
the 6(th) Amendment and Waiver of certain covenants pursuant to its Senior
Credit Facility, as announced March 20, 2023.

 

Further to the announcement of March 20, 2023, the Company has also issued
26,842,036 common shares (the "Shares") settling $2.2 million of payables to
arm's length creditors of the Company.  The price at which the Shares were
issued was at a premium to the LSE share price.

 

Applications will be made to the FCA for these Shares to be admitted to the
Official List and to the London Stock Exchange for the Shares to be admitted
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.

 

Following these issues of Shares the Company has a total of 343,126,335 Shares
issued and outstanding. There are no Shares held in treasury and therefore the
total number of voting rights in the Company is 343,126,335. 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.

 

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, and in sub-Saharan Africa through its ShoreCan
joint venture company in Nigeria, and independently in other countries.

 

The Company's Wyoming operations are one of the most environmentally
responsible with minimal gas flaring and methane emissions combined with
electricity sourced from a neighbouring wind farm to power production
facilities.

 

For further information, please contact:

 

Mr. Arthur Millholland, President & CEO

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

 

Alex Wood & Keith Dowsing

Joint Broker

Alternative Resource Capital

AW: +44 (0) 7559 910872

KD: +44 (0) 7559 910873

 

Andrew Chubb / Neil Passmore

Advisor/Joint Broker

Hannam & Partners

+44 (0) 20 7907 8500

 

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 Bridge Loan
Funding 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.

 

Hannam & Partners, which is a member of the London Stock Exchange, is
authorised and regulated in the United Kingdom by the FCA and is acting as
joint broker and sole financial adviser in connection with the Placing.
Alternative Resource Capital, a trading name of Shard Capital Partners LLP,
and  Tennyson Securities, is authorised and regulated in the United Kingdom
by the FCA and is acting as joint broker in connection with the Placing. 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 by either Hannam & Partners (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 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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