RE: Prospectus pages 151 1521 Feb 2023 20:11
he Directors believe that a number of the Existing Shareholders and Bondholders may be interested in
purchasing additional Common Shares or Bonds in future fundraisings to prevent dilution of their
holdings, as some of them have done in relation to past financings; and
? the Directors believe that the Company’s assets are highly prospective and may be of interest to new
investors and potential oil and gas industry partners through joint ventures.
The Senior Credit Facility is fully drawn in a principal amount of $45 million and is scheduled to be repaid in
March 2025. In anticipation of the Group defaulting its requirement to meet the quarterly leverage and monthly
liquidity ratio requirements of the Senior Credit Facility as at 31 December 2022, the Lender provided an
irrevocable and unconditional waiver of the default on a one-time basis on 30 December 2022.
Under the Senior Credit Facility, the Group is required, among other things, to maintain a monthly liquidity
financial ratio of a minimum average cash balance of at least $2 million for the immediately preceding 30 day
period as at January 31, 2023 and February 28, 2023, a minimum average cash balance of at least $2.5 million
for the immediately preceding 45 day period as at March 31, 2023 and each subsequent month end to the end of
the term of the loan and a quarterly leverage financial ratio of 3.0:1.0 as at March 31, 2022, 2.75:1:0 as at June
30, 2022 and 2.50:1.0 as at September 30, 2022 and each fiscal quarter ending thereafter.
The Group’s working capital shortfall may trigger a future event of default under the Senior Credit Facility if
the Group is unable to meet the requirements of the Senior Credit Facility. If a future event of default arises
under the Senior Credit Facility and is not waived, the Lender could, at their discretion, decide to vote in
sufficient numbers to use such an unwaived future event of default to accelerate and demand immediate payment
of amounts under the Senior Credit Facility (including but not limited to the $45 million principal amount draw
down). Non-payment of such demanded amounts could lead to the Lender enforcing security and/or guarantees
to satisfy such amounts. The Company’s US subsidiaries are parties to the Senior Credit Facility, and COPL is
not itself a party or bound by the Senior Credit Facility or any related agreements, and has not provided any
security or guarantees in relation to the Senior Credit Facility.
Except as set out above, the Group’s working capital shortfall will likely not affect any of its debt obligations.
In addition, the Group is currently working on refinancing its Senior Credit Facility with a new first lien senior
debt backed by its Wyoming Assets, which is expected to include the ability to repatriate funds from COPL
America operations after debt service costs for the Company’s technical services contributed to the operatio