Anavio Equity Capital Markets Master Fund Limited Announces Acquisition of Securities of Canadian Overseas Petroleum Limited

LONDON and CALGARY, AB, Jan. 16, 2024 /CNW/ – Anavio Equity Capital Markets Master Fund Limited (“Anavio”) reports that on January 15, 2024, it completed the purchase of 1,312,232,633 common shares (the “Sale Shares”) in the capital of Canadian Overseas Petroleum Limited (“COPL” or the “Company”) and 1,312,232,633 common share purchase warrants (the “New Warrants”), each entitling Anavio to purchase one common share in the capital of the Company (each, a “Common Share”) at a price of GBP£0.0015 (US$0.0019 (C$0.0025)) per Common Share, expiring August 26, 2028. The consideration paid for the Sale Shares was an aggregate purchase price of US$2,500,000 (C$3,314,500), based on a price of US$0.0019 (C$0.0025) per Sale Share. No additional consideration was paid for the New Warrants. In connection with the transaction, the Company amended the terms of its existing senior convertible bonds due 2027 (the “2028 Bonds”), its existing senior convertible bonds due 2028 (the “2029 Bonds”, and together with the 2028 Bonds, the “Bonds”) and its existing warrants expiring on August 26, 2027 (the “Existing Warrants”, and together with the New Warrants, the “Warrants”), such that the conversion price of the Bonds was set at a price of US$0.0019 (C$0.0025) per Common Share, the exercise price of each of the Existing Warrants was set at GBP£0.0015 (US$0.0019 (C$0.0025)), the maturity date of the 2028 Bonds was extended to January 26, 2028, the maturity date of the 2029 Bonds was extended to January 26, 2029, and the expiration date of the Existing Warrants was extended to August 26, 2028. The Sale Shares and the New Warrants were purchased directly from COPL and not through the facilities of any stock exchange or other marketplace. 

Immediately prior to its purchase of the Sale Shares and New Warrants (such purchases together with the amendment of the Bonds and Existing Warrants being the “Transaction”), Anavio did not own or exercise control or direction over any Common Shares but held 46 units of 2028 Bonds and 47 units of 2029 Bonds, convertible on their terms in the aggregate, into 586,750,764 Common Shares (representing, in the aggregate, approximately 27.1% of the then issued and outstanding Common Shares) and 230,791,523 Existing Warrants (representing approximately 10.7% of the then issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis. Immediately following the Transaction, Anavio held 46 units of 2028 Bonds and 47 units of 2029 Bonds, convertible on their terms, in the aggregate, into 9,763,010,787 Common Shares (representing, in the aggregate, approximately 69.9% of the issued and outstanding Common Shares) and 1,543,024,156 Warrants (representing approximately 11.1% of the issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis. In addition, immediately following the Transaction, Anavio held 1,312,232,633 Common Shares, representing approximately 49.4% of the issued and outstanding Common Shares (being approximately 9.4% of the issued and outstanding Common Shares, calculated on a fully-diluted basis). Consequently, immediately following the Transaction, Anavio’s aggregate holding of the Bonds, the Warrants and the Common Shares represented a total interest of approximately 90.4% of the issued and outstanding Common Shares, calculated on a fully-diluted basis. 

Anavio entered into an arrangement to sell 662,593,847 Common Shares to a single purchaser outside of Canada at a price of GBP£0.0015 (approximately US$0.0019 (C$0.0026)) per Common Share, resulting in aggregate proceeds of GBP£993,891 (approximately US$1,264,925 (C$1,699,354)). The disposition was settled through the facilities of the London Stock Exchange following the Transaction and, consequently, Anavio holds 649,638,786 Common Shares, representing approximately 24.5% of the issued and outstanding Common Shares (being approximately 4.7% of the issued and outstanding Common Shares, calculated on a fully-diluted basis). Following such disposition, Anavio’s aggregate holding of the Common Shares, the Bonds and the Warrants represents a total interest of approximately 85.6% of the issued and outstanding Common Shares, calculated on a fully-diluted basis.

Anavio entered into the Transaction to provide critical financial support to the Company and to enable the board and recently appointed restructuring officer to deliver either a cash generative business plan or a sale of the business. 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. Anavio intends to remain committed to seeking an outcome that can deliver the most value for all stakeholders and shareholders. Anavio may exercise its right to nominate a non-executive director to the board of directors of the Company. Anavio intends to review its investment in COPL on a continuing basis and may determine to buy additional securities, or sell all or some of the securities it holds, depending on market conditions and other factors it considers relevant from time to time.

COPL’s head office is located at 3200, 715-5th Avenue SW, Calgary, Alberta, T2P 2X6.

Anavio’s address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Anavio will file an early warning report with the securities regulators with respect to the foregoing matters pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, a copy of which will be available under COPL’s profile on SEDAR at www.sedar.com. Alternatively, to obtain a copy of the early warning report, please contact Anavio’s IR Team at 0044 203 828 7991.

SOURCE Anavio Equity Capital Markets Master Fund Limited