£6,000,000 Placing

RNS Number : 0660K

Canadian Overseas Petroleum Ltd

30 December 2020

 

Canadian Overseas Petroleum Limited

Announces £6,000,000 Placing

Calgary, Canada & London, United Kingdom, December 30, 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, today announces that:

· COPL has closed a non-brokered private placement of Units with institutional investors, family office, high net worth private investors, the Company's Chief Executive Officer and Directors (the "Investors") to raise gross proceeds of £6,000,000 (the "Placing") at a price of 0.2 pence per Unit (the "Placing Price") with each Unit consisting of one common share of no par value in the capital of the Company (each a "Common Share") and one half of one warrant, each whole warrant entitling the holder to purchase a Common Share at 0.26 pence for 12 months from the settlement date of the Placing (each a "Purchase Warrant").  The Placing to the Investors was priced at a 16% discount to the closing price of COPL's Common Shares on December 21, 2020.

· Arthur Millholland, the Company's Chief Executive Officer is participating in the Placing for £115,000 to acquire 57,500,000 Units and Directors and the Company Secretary have subscribed for a total of 15,475,000 Units as detailed herein. 

The net proceeds from the Placing will be used for the acquisition of Atomic Oil and Gas LLC announced by the Company on December 16, 2020, other expenditures related to the Atomic acquisition, and for general corporate purposes.

COPL will pay a finder's fee of 7.0% in common shares and 7.5% in common share purchase warrants in relation to the Placing.  The finder's common share purchase warrants are exercisable into one Common Share at a price of 0.26p per share for a period of twelve months. 

Following the Placing, and including the common shares issued pursuant to the finder's fee, the Company will have a total of 8,069,746,472 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 8,069,746,472 . 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.

Arthur Millholland, President and CEO, commented : "This Placing entered into just before the Holiday period speaks volumes to the quality of the assets we will acquire under the Atomic acquisition. My participation in the Placing along with some new shareholders, and the support of existing shareholders who are well known investors in the Oil and Gas E&P space, some of whom I have known for 20 years, certainly confirms the quality of the opportunity we have entered into."

Ryan Gaffney, CFO, added : "This Placing will allow the Company to progress the Atomic acquisition. We believe it will give confidence to the debt investors COPL has been in discussions with to provide the debt required to complete the transaction. We will now focus our attention to the next phase to completion."

Director Participation in the Placing:

Arthur Millholland, Executive Director:    57,500,000 Units

Harald Ludwig, Chairman:                                            3,586,000 Units

John Cowan, Non-Executive Director:    3,325,000 Units

Massimo Carello, Non-Executive Director:    3,589,000 Units

Viscount William Astor, Non-Executive Director:  3,589,000 Units

Faralee Chanin, Company Secretary:                          1,386,000 Units

About the Company:

The Company is actively pursuing opportunities in the United States through the acquisition of Atomic Oil and Gas LLC, and in sub-Saharan Africa. In Nigeria, in partnership with Shoreline Energy International Limited ("Shoreline") and through their jointly held affiliated company Shoreline Canadian Overseas Petroleum Development Corporation ("ShoreCan"), COPL and Shoreline 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 August 4, 2020, the Company announced that the shareholders of the Nigerian Affiliate had executed definitive agreements to resolve their longstanding disputes. Completion 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. 251

Email: [e-mail]

Charles Goodwin

Yellow Jersey PR Limited

Tel: [phone]

Email: [e-mail]

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

 

 

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