Admission to Trading and Appointment of CFO

RNS Number : 6202R

Canadian Overseas Petroleum Ltd

01 July 2020

 

Canadian Overseas Petroleum Limited

Admission to Trading and Appointment of CFO

Calgary, Canada, London, United Kingdom, July 1, 2020 - Canadian Overseas Petroleum Limited ("COPL" or the "Company") (XOP: CSE) & (COPL: LSE), an international oil and gas exploration and development company focused on sub-Sahara Africa, is pleased to announce that, further to the announcements on 23 June 2020 and 29 June 2020 with regard to the non-brokered £1,200,000 common share placing (the "Placing") at 0.3 Pence per common share (the "Placing Price") of 438,500,000 new common shares in the capital of the Company (the "New Shares"), admission ("Admission") to the standard listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc (the "LSE") is expected to become effective at 8:00am (London time), Thursday July 2^nd 2020.

The Company confirms that 193,166,667 of the New Shares of the Placing (being 38,500,000 to YA II PN, Ltd (" YA") and Riverfort Global Opportunities PCC (" RGO") as shares in lieu of cash for fees, and interest of 12.5%, pursuant to the loan agreement ("Loan Agreement"), previously announced on 15 June 2020, and 166,666,667 pursuant to the direct subscription announced on 28 June 2020), are being issued on the exemptions set out in PRR 1.2.3 Article 1(4)(a) and PRR1.2.4 Article 1(5)(a) under the requirements of the LSE and FCA. In addition, under the Loan Agreement YA and RGO are to be issued a total of 100,000,000 (50,000,000 each) common share purchase warrants (each a "Warrant" or together the "Warrants") in the capital of the Company, each Warrant entitles the holder to subscribe for one common share in the capital of the Company at a price of 0.39 pence at any time for 24 months after the date of Admission.

The Company has agreed to pay a finder's fee on £1,000,000 of the Placing of £70,000 cash and 25,000,000 Warrants in the capital of the Company, each Warrant entitles the holder subscribe for one common share in the capital of the Company at a price of 0.39 pence at any time for 24 months after the date of Admission. In addition, the Company has also agreed to pay a finder's fee on £200,000 of the Placing directly subscribed to by YA and RGO for £100,000 each, as disclosed in the Company's Press release of June 22, 2020. This amounts to 16,000,000 Common Shares and 16,000,000 of common share purchase Warrants, each Warrant entitles the holder subscribe for one common share in the capital of the Company at a price of 0.39 pence at any time for 24 months after the date of Admission.

In a Prospectus approved by the FCA on 26 June 2020, the Company has reserved 411,326,189 common shares in the capital of the Company to be allocated for the settlement of debts to its unsecured creditors, accrued unpaid wages to its employees and the secured Promissory Note due to its CEO at the Placing Price.  The Company's intention to enter into these arrangements was outlined in a previous announcement on 13 March 2020. The Company intends to settle these agreements in the coming days.

The funds received by the Company from the Placing will cover general working capital and enable the Company to continue focusing on its Nigerian OPL 226 project as disclosed on June 4, 2020.

Arthur Millholland, President and CEO, commented : "The completion of this financing, and the conversion of debts to common shares at the Placing Price to the majority of the Company's creditors, puts the Company on a secure financial footing going forward with a much stronger balance sheet. This allows COPL to focus on its principal asset and to take advantage of new opportunities in the oil sector available at low cost due to the global situation induced by COVID-19."

Appointment of CFO

Aleksandra Owad has stepped aside as CFO due to personal reasons. The Company thanks Aleksandra for her diligent service during the years she was with COPL. Ryan Gaffney who has been acting as Interim CFO since June 6^th 2020 will assume the position of CFO effective July 2^nd 2020.

Arthur Millholland, President and CEO, commented: "Ryan has a background in investment banking where he spent 13 years with Canaccord in their London and Toronto offices. He will be a great addition to the Company's management team as the Company moves forward with its business plan. Based in London, Ryan will be accessible to the London capital markets as well as being able to interface with the accounting team based in Calgary."

About the Company:

The Company is actively pursuing opportunities in Nigeria and sub-Saharan Africa in partnership with Shoreline Energy International Limited ("Shoreline") as part of its strategy to generate stable cash flow from secure offshore and onshore assets. The Company and Shoreline, through their jointly held affiliated company Shoreline Canadian Overseas Petroleum Development Corporation ("ShoreCan"), currently hold 80% of the share capital and have taken over the management of Essar Exploration and Production Limited (Nigeria) ("Nigerian Affiliate" or the "Affiliate"). On June 4, 2020 the Company announced that the shareholders of the Nigerian Affiliate had reached an agreement in principle to resolve their disputes. Completion of the agreement is ongoing and when completed ShoreCan's shareholding in the Affiliate will change in accordance to the terms outlined in the Press Release. The Affiliate holds an attractive oil appraisal and development project in shallow to mid-water offshore Nigeria on its 100% holding in OPL 226. In other ventures, ShoreCan has been indicatively awarded an exploration license onshore Mozambique in the 5th Licensing Round adjacent to the producing Pande-Temane Gas and light oil field complex.

For further information, please contact:

Mr. Arthur Millholland, President & CEO

Canadian Overseas Petroleum Limited

Tel: + 1 [phone]

Cathy Hume

CHF Investor Relations

Tel: [phone] ext. 231

Email: [e-mail]

Charles Goodwin

Yellow Jersey PR Limited

Tel: [phone]

Email: [e-mail]

Damon Heath

Shard Capital Partners LLP

Tel: [phone]

The Common Shares are listed under the symbol "XOP" on the CSE and under the symbol "COPL" on the London Stock Exchange.

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 continued 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 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.

Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.

 

END

 

 

MSCSDAFUSESSEIM