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

LONDON and CALGARY, AB, Oct. 13, 2023 /CNW/ - Anavio Equity Capital Markets Master Fund Limited ("Anavio") reports that on October 12, 2023, it completed the purchase of 126,182,965 common shares (the "Sale Shares") in the capital of Canadian Overseas Petroleum Limited ("COPL" or the "Company") and 126,182,965 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£0.026 (US$0.0317 (C$0.0431)) per Common Share, expiring August 26, 2027. The consideration paid for the Sale Shares was an aggregate purchase price of US$4,000,000 (C$5,436,400), based on a price of US$0.0317 (C$0.0431) 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 "2027 Bonds"), its existing senior convertible bonds due 2028 (the "2028 Bonds", and together with the 2027 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$0.0317 (C$0.0431) per Common Share and the exercise price of each of the Existing Warrants was set at GBP£0.026 (US$0.0317 (C$0.0431)). 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 50 units of 2027 Bonds and 58 units of 2028 Bonds, convertible on their terms in the aggregate, into 264,381,840 Common Shares (representing, in the aggregate, approximately 23% of the then issued and outstanding Common Shares) and 104,608,558 Existing Warrants (representing approximately 9% of the then issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis. Immediately following the Transaction, Anavio held 50 units of 2027 Bonds and 58 units of 2028 Bonds, convertible on their terms, in the aggregate, into 681,387,984 Common Shares, representing approximately 38% of the issued and outstanding Common Shares, and 230,791,523 Warrants, representing approximately 13% of the issued and outstanding Common Shares, in each case, calculated on a fully-diluted basis. In addition, immediately following the Transaction, Anavio held 126,182,965 Common Shares, representing approximately 15% of the issued and outstanding Common Shares (being approximately 7% 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 58% of the issued and outstanding Common Shares, calculated on a fully-diluted basis. 

Anavio entered into arrangements to sell all of the Sale Shares to persons outside of Canada at a weighted average price of GBP£0.027 (approximately US$0.0317 (C$0.0431)) per Common Share, resulting in aggregate proceeds of c. GBP£3,270,000 (approximately US$4,000,000 (C$5,436,400)). The dispositions took place through the facilities of the London Stock Exchange following the Transaction and, consequently, Anavio does not own or exercise control or direction over any Common Shares. Following such dispositions, Anavio's aggregate holding of the Bonds and the Warrants represents a total interest of approximately 51% of the issued and outstanding Common Shares, calculated on a fully-diluted basis.

Anavio entered into the Transaction to provide financial support to the Company and subsequently sold the Sale Shares for investment management purposes. Anavio remains committed to working with the new board and management of the Company to deliver the most value for all stakeholders and shareholders. 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 upon price, 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