Member Info for Jiving

CDN. No it wouldn't be self defeating, its the value of the company that drives the share price (mkt cap) not the number of shares outstanding. Well Art has not found drill-able/useful oil for 10 years now, since he joined COPL/XOP almost exactly 10 years ago, your fellow Canadian shareholders have detailed many of these past ventures.

Art's behaviour towards COPL shareholders suggests strongly that he is financially motivated & not in the slightest concerned about his reputation (at least as shareholders goes). Of course they cannot create options immediately prior to news coming out (NOT my point) but they absolutely can create 10% options on outstanding share capital whenever they choose. The management & Board can have 10% options on share capital whether its 3 billion shares or 10 billion shares. They have no financial incentive not to do repeated placings regardless of shareholder dilution, because it never affects their 10% option scheme.

CDN. Art is indeed a shareholder. but more importantly from his personal financial perspective he is also eligible to his share of the management/board 10% option scheme, in which one person is permitted options up to 5% of the share capital. But as the share capital amount increases - so does their ability to award themselves options. So 3 billion share capital = 300 million options; OR 10 billion share cap = 1 billion options.

So at a certain stage there is no reason to care about dilution because the 10% option scheme keeps you at 10% regardless. So Arthur has an interest in issuing shares via placings ad infinitum rather than sell assets, as he does not suffer from share capital dilution but benefits from the assets not being sold.

"In light of delays to key initiatives on assets, the Company is taking action on general and administrative costs with the aim of a reduction of 25% annually including a 25% cut in Board remuneration.

"The next year should therefore provide key catalysts for value appreciation for shareholders as we move forward in building a leading Africa-focused exploration and production business."

Reading through the important bits I dont see it as bad news. Going forward the Board seems to be emphasising alternative finance perhaps via asset sales, particularly Shorecan equity either to Shoreline or to 3rd party investors. This is something I & others have been arguing for for months - better to sell a % of our assets at a better industry price than indirectly via constant crazy dilution at COPL share price levels.

This puts another pressure on Arthur to get a deal in the next 4 weeks, he wants to keep full ownership of the assets, regardless of COPL share dilution - now there 'seems' to be a constraint on that. Given he has repeatedly said he could have raised more funds at the last placing it strongly suggests to me he is fine tuning finance in the expectation of an imminent deal. Of course this may not come off due to XXX circumstances.

Given these short term circumstances the COPL Action group has suspended our campaign for an EGM & a cap on placings.

No its nothing important just notification that the Prospectus for the May placing is now ready for download.

London, United Kingdom and Calgary, Canada, June 18, 2019 - Canadian Overseas Petroleum Limited (the "Company") (XOP:CSE) (LSE:COPL), an international oil and gas exploration and development company, is pleased to announce that, further to the announcement on 4th June 2019 with regard to the common shares offering to raise gross proceeds of GBP497,000 (the "Placing"), pursuant to which the Company will issue a second tranche of 67,800,000 new common shares representing gross proceeds of GBP67,800 (the "Second Tranche Shares") at a price of 0.1 pence per Second Tranche Share, the prospectus prepared in relation to the Second Tranche Shares has been approved by the UK's Financial Conduct Authority and has been published today. It will be available on the Company's website (http://www.canoverseas.com/) later today.

I agree with all those who have complained about the disgusting, infantile shambles the board has been reduced to. Why don't we make the the moderators aware of this by clicking the Report button the the bottom right of these posts & pointing out how these posts have nothing, but nothing, to do with COPL & are wrecking rational discussion - and there are pages of them.

Yep my concern is our hopes are continually fobbed off on dates that are never realised ("service provider in a month") and targets ie the Performance Bond, which are actually simple commodity transactions, that disguise a vast problem (s) we are never informed about that is really holding up the whole thing.

Example 1 - Essar & their right to veto any final application & plans to DPR/NNPC that could be a likely clause in the Essar Nigeria shareholder agreement. Ever since the dispute came to light I have never understood how Shorecan could proceed to final approval without Essar Mauritius agreement when it is clear on key issues you need Essar Nigeria board unanimity.

Example 2 - maybe Agamore where - regardless of how hopeless their legal case is (so we are told, really we should take one sides word in a legal dispute as gospel?), somebody is still paying legal fees for a known purpose. It occurs to me maybe maybe the Nigerian authorities cant give any approvals to a project whose ownership is in legal dispute. Which is why those 'madman' at Agamore, who are rumoured to include ex high ranking Nigerian officials who know what the rules are, continue with their lawsuit & could keep doing so via the appeal process at least until the end of the year?

The Placing RNS of 28 May had this to say on the first drill timeline;

"COPL expects to drill the first appraisal well at OPL 226 by late 2019, subject to regulatory approvals..."

Sub-M. The reality of dilutive placings is that they are selling off the company at rock bottom prices. So the money raised recently a cost of 20% to us meant we were effectively selling 20% of OPl226 and 20% of our Mozambique licence for peanuts. Some alternative to a placing is either to sell %'s of those projects directly (at a way way higher price) to industry buyers (Shoreline the obvious place to sell part of OPL226) or use our Shorecan shares as collateral for a short term loan.

So there are alternatives but Arthur always chooses the easy option of a placing, we are trying to encourage him to pursue alternatives.

NoEasy. The Essar Nigeria shareholder agreement - summarised on P54 of the June 2017 Prospectus states:

"Certain board matters are reserved to the shareholders and require unanimous approval before proceeding;"

Now we don't know exactly what matters are subject to unanimous approval but they could well include various key documents needed for the final approvals with DPR & NNPC, so the whole thing possibly could not go ahead without Essar being on board as they had a veto. The Performance Bond as an explanation for the delay may have been another red herring.

Thanks Cdnoil for the partial report on the meeting. As others have pointed out it was not a meeting sworn to secrecy by those who attended - but an AGM like any other.

Everyone who is long here eagerly awaits news - is their plan moving to an expected conclusion in the next few weeks? Is there any new info on success with the Performance Bond, Service Provider, finance? I believe at the 2018 meeting reference was also made to rig preparation but a year later we are still waiting.

The problem for us is that if news does not appear in the next few weeks then we face another catastrophically dilutive placing. The only way we can rationally stop or have influence on that process is via an EGM. It is the right of any shareholders with the requisite number of shares to call an EGM just as it is their right to vote for or against in any votes. Those examining an EGM are aware of legal costs (massively exaggerated by the company BTW) and are willing to share them, they are a fraction of the 'cost' to us of the last dilution.

Well how do you challenge expenses & salaries? Not by postings on the LSE forum thats for sure. The reality is actually shareholders can determine costs & salaries and the way to do that is via Board representation & the selective use of targeted EGM resolutions. Complaining on the forum & writing emails gets you exactly no-place - see the 'results' of years of doing that......

Harry. We are not trying to replace Arthur, the COPL team or indeed the Board. What we are intending is stopping placings as the easy option & making sure that shareholders are finally represented on a Board that actually only has the support of 5.5% (thats approx one twentieth) of the shareholders presumably including the votes of the Board.

Shareholders have preemptive rights (de facto veto) or placing restriction codes in may many countries and guess what the vast majority of companys learn to manage their finances accordingly and still remain in business. We want to stop shareholder dilution being the easy go-to solution every time. The company has assets that could be sold directly (ie sell X % of OPL26 to Shoreline) or assets such as Shorecan shares that could be used as collateral for banks to extend short term loans.

Guitar. They don't get a lot of attention at the AGM because the AGM is in Canada whilst some 80-90% of shareholders are in the UK. The reality is the COPL Action Group already speak for a multiple of 5.5% of the votes.

Nobody is going in guns blazing quite the opposite, I have been here two years I know others have been here longer. The horrific placement a few days ago at 0.1p convinced many of us that we had to act before the next placing that may be coming in as little as 4-5 weeks time (500m last time, how many next time?). We need to act before the next potentially horrifically dilutive placing not whine about it afterwards. There comes a time when you have to stand up & be counted.

Just got this from SEDAR. They are the voting figures at the AGM on 4 June. The Directors were re-elected to hold office with either side of 138 million votes each. That is approximately 5.5% of the company's shareholder votes. That is the extent of their support, so when anybody questions whether shareholders can actually use their votes to change company policy or indeed Directors the answer is a resounding YES. I am in regular contact with two COPL investors who each individually control more votes than the Board has just obtained for their re-election.

We actually have the power to determine what is acceptable to us & what is not. We just need to use it. https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00021327

4 months paperwork?

And Brent Crude price - on which all offtake agreements are based continues to slide - a little bit of urgency would be nice.

I personally dont want to replace the Board at this stage. I do want a shareholder vote on any further dilution & I would like to see shareholders represented on the Board. Shareholders have rights and one of those is to call an EGM - it is actually difficult for a company to deny an EGM in Canada. If an EGM does get called everybody's votes count equally so shareholders have the opportunity to vote as they see fit.

Thanks Harry. We already have way more votes than we need to file for an EGM. But just as on this board, the major holders are divided essentially between 'moderates' and 'militants'. The militants want an outright challenge to the Board & to replace them with an alternative slate, and there has even been prepared a list of other oil companies to approach regarding a takeover (share swap - COPL shares for the shares of the acquiring company).

The moderates want no more excessive dilution without a vote and representation on the Board. I am trying to get an agreed approach so we can move forward knowing we have at least 20% of the share capital formally committed to a course of action, and then build from that core with a campaign aimed at the wider shareholder base. The company's largest single shareholder is firmly committed to backing the plan we come up with. Thats all for now, but whatever we want/need a change from the 'old ways'.

We are working off the board with a group of major shareholders who feel change is urgently needed. For obvious reasons I am not going to detail our thoughts publicly until we have determined a practical plan. When - if - the time comes the plan, the rationale, & what we feel needs to be done will be posted here, in Canada & on social media.

Like a lot of others I have spent too much time venting outrage on the board about 'issues', and not enough time taking practical measures that actually address those issues. Time for a change of approach.