RE: Rns22 Jul 2022 13:23
COPL Signs Financing to Close the Cuda Acquisition ahead of procuring a Reserve Based Loan Facility
London, United Kingdom; Calgary, Canada: July 22, 2022 - Canadian Overseas Petroleum Limited ("COPL" or the "Company") (XOP: CSE) & (COPL: LSE), an international oil and gas exploration, production and development company with production and development operations focused in Converse and Natrona Counties, Wyoming, USA, is pleased to announce (the "Announcement"):
· The Company has signed Purchase Agreements for the issue of two series of convertible bonds with an aggregate principal amount of US$25.2 million (the "Principal Amount"): $12.6 million maturing in 2024 and $12.6 million maturing in 2025 (collectively, the "Convertible").
· The Convertible is anchored by a long term, UK based institutional shareholder (the "Lead Investor") and other institutional investors (all investors collectively, "Bondholders").
· This instrument replaces the previous bridge loan, announced on 19 April 2022 and is structured to accommodate the implementation of a planned Reserve Based Loan ("RBL") facility. The Convertible is initially unsecured and permits the Company to structure new senior debt.
· A 'tap feature' to increase the Convertible allows COPL to draw further development funds, should it require, with the aim of increasing production or for future drilling plans, subject to mutual agreement with the Lead Investor.
· Subscription Proceeds of $19.7 million from the Convertible will be used to finance the cash component of the acquisition of the Cuda Energy LLC ("Cuda") assets (the "Cuda Acquisition") which will lead from Q3-2022 to an increase in the Company's share of oil production from certain of its Wyoming assets.
· With a bankrupt partner removed from the Wyoming Assets and, those working interests owned by COPL America, the Company believes, it is now optimally positioned for management to achieve its near-term objective of finalising a RBL agreement to refinance its debt structure during 2022.
COPL believes this instrument offers superior terms for the Company to pursue its corporate objectives for 2022, by providing:
· A longer average maturity of 30 months, with options for COPL to repay in cash or in COPL common shares.
· Flexibility through optional redemption by the Company to call the instrument if certain conditions are met.
· A structure deliberately designed to support COPL and senior lenders with the implementation of an RBL agreement.
· The Lead Investor and COPL have agreed to a 'tap feature' whereby they can mutually agree funding for development and drilling at COPL's Wyoming Assets, in a structure that fits with a RBL or senior debt.
· The Company has also agreed to a moratorium on equity issuances for 90 days from the Issue Date, whilst the Company works to conclude its objective of senior debt refinancing and, not to issue further convert