Closing of UK Private Placement

RNS Number : 7486W

Canadian Overseas Petroleum Ltd

29 April 2016

 

Not for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Canadian Overseas Petroleum Limited Announces Closing of
UK Private Placement and Admission to Trading in London of Shares

Calgary, Canada, April 29, 2016 - Canadian Overseas Petroleum Limited ("COPL" or the "Company") (TSX-V: XOP) (LSE: COPL), announces the admission today (the "New Shares Admission") to the standard listing segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities, of 22,857,143 common shares of no par value in the capital of the Company (the "New Shares").  The New Shares are shares which were issued pursuant to the previously announced first tranche private placement to investors in the United Kingdom on a non-brokered basis (the "Offering") which closed on April 28, 2016.

Pursuant to the terms of the Offering, the Company issued 22,857,143 units ("Units") at a price of £0.035 per Unit for aggregate gross proceeds of £800,000.  Each Unit consists of one common share in the capital of the Company ("Common Share") and one common share purchase warrant ("Unit Warrant").  Each Unit Warrant entitles the holder thereof to purchase one Common Share at a price of £0.0475 per Common Shares at any time prior to 4:30pm (Calgary time) on the date that is 24 months from the closing date of the Offering.

All securities issued in relation to the Offering are subject to a four month trading hold period through the facilities of the TSXV, pursuant to applicable securities laws and the policies of the TSXV, expiring on August 29, 2016.

In accordance with section 86(1)(b) of the Financial Services and Markets Act 2000 (as amended), and Prospectus Rule 1.2.3(R)(1), the Company is not required to publish a prospectus in relation to the Offering or the New Shares Admission. 

In connection with the Offering, the Company has agreed to pay a finder's fee and corporate advisory fee to Shore Capital Stockbrokers Limited ("Shore Capital") and Shore Capital and Corporate Limited, respectively, in the aggregate amount of £103,350 and has also agreed to issue to Shore Capital 1,177,114 warrants (the "Finder's Warrants").  Each Finder's Warrant entitles the holder thereof to purchase one Common Share at an exercise price of £0.035 at any time prior to 4:30pm (Calgary time) on or before the date that is 24 months from the closing of the Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale may be unlawful. The Common Shares and Warrants have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.

About the Company

The Company is an international oil and gas exploration and development company focused in the offshore West Africa. The Company holds a 17% working interest in Block LB-13, offshore Liberia, with ExxonMobil the operator holding an 83% working interest. The Company is actively pursuing opportunities in Nigeria in partnership with Shoreline Energy as part of its strategy to generate stable cash flow from secure offshore assets. The Company and Shoreline through their jointly held affiliated company, Shoreline Canadian Overseas Petroleum Development Corporation ("Shorecan") are currently seeking Government of Nigeria approval for the acquisition of 80% of a Nigerian corporation holding an attractive oil appraisal and development project in mid water offshore Nigeria.

ShoreCan is building a portfolio of exploration and development assets in sub-Saharan Africa. To date, ShoreCan has taken a position in Nigeria, Namibia and an option to take a position in Tanzania. It continues to evaluate a variety of assets in Nigeria, Equatorial Guinea.

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

For further information on the Company, please link here: http://canoverseas.com/

For Further Information Please Contact:

Arthur Millholland, President and CEO

Phone: + 1 403 262 5441

Investor and Public Relations

Bell Pottinger Henry Lerwill [phone] North America Toll Free: [phone]

CHF Investor Relations Cathy Hume [phone] ext. 231 Toll Free: [phone]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

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