Anavio Equity Capital Markets Master Fund Limited Announces Conversion and Disposition of Securities of Canadian Overseas Petroleum Limited

LONDON and CALGARY, AB, Nov. 29, 2023 /CNW/ - Anavio Equity Capital Markets Master Fund Limited ("Anavio") reports that on November 28, 2023, it completed the conversion of certain senior convertible bonds of Canadian Overseas Petroleum Limited ("COPL" or the "Company") and subsequently, the disposition of the resulting common shares in the capital of COPL (the "Common Shares"), which resulted in approximately a 5.7% reduction in Anavio's aggregate ownership interest in the issued and outstanding Common Shares, calculated on a fully-diluted basis, since Anavio last disclosed its ownership interest in the Company in compliance with early warning requirements. On November 8, 2023, Anavio completed the conversion of 5 units of senior convertible bonds due 2028 (the "2028 Bonds") into 31,545,741 Common Shares and subsequently, the sale of the resulting Common Shares in the public market through a series of trades (the "First Disposition"). On November 28, 2023, Anavio completed the conversion of 4 units of senior convertible bonds due 2027 (the "2027 Bonds", and together with the 2028 Bonds, the "Bonds") into 25,236,593 Common Shares and 6 units of 2028 Bonds into 37,854,889 Common Shares, and subsequently, the sale of the resulting aggregate of 63,091,482 Common Shares in the public market through a series of trades (the "Second Disposition", and together with the First Disposition, the "Dispositions").

The weighted average price realized for the First Disposition was GBP£0.0181 (approximately US$0.0221 (C$0.0307)) per Common Share, resulting in aggregate proceeds of GBP£570,978 (approximately US$696,308 (C$967,693)). The First Disposition resulted in Anavio's aggregate ownership interest in the issued and outstanding Common Shares, calculated on a fully-diluted basis, decreasing from approximately 51.8% to approximately 50.0% on November 8, 2023.

On November 9, 2023, the Company issued 10,959,003 Common Shares pursuant to the share settlement option exercised by a bondholder for settlement of $0.2 million of conversion payment amounts (and related accrued interest) due pursuant to previously converted 2028 Bonds. The increase in issued and outstanding Common Shares resulted in a 0.3% dilution of Anavio's ownership interest. Therefore, Anavio's aggregate ownership interest in the issued and outstanding Common Shares, calculated on a fully-diluted basis, decreased from approximately 50.0% to approximately 49.7% on November 9, 2023.

The weighted average price realized for the Second Disposition was GBP£0.0174 (approximately US$0.0221 (C$0.0300)) per Common Share, resulting in aggregate proceeds of GBP£1,097,792 (approximately US$1,393,976 (C$1,890,068)). The Second Disposition resulted in Anavio's aggregate ownership interest in the issued and outstanding Common Shares, calculated on a fully-diluted basis, decreasing from approximately 49.7% to approximately 46.1% on November 28, 2023. The culmination of the Dispositions resulted in approximately a 5.7% reduction in Anavio's aggregate ownership interest in the issued and outstanding Common Shares, calculated on a fully-diluted basis, since Anavio last disclosed its ownership interest in the Company in compliance with early warning requirements.

Immediately prior to the First Disposition, 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 681,387,984 Common Shares (representing, in the aggregate, approximately 38.7% of the then issued and outstanding Common Shares) and 230,791,523 common share purchase warrants of COPL (the "Warrants", and together with the Bonds and the Common Shares, the "Securities") expiring on August 26, 2027, each of which is exercisable prior to the expiry date to subscribe for one Common Share for a subscription price of GBP£0.026 (US$0.0317 (C$0.0431)), representing approximately 13.1% of the then issued and outstanding Common Shares, in each case, calculated on a fully-diluted basis. Immediately prior the First Disposition, Anavio's aggregate holding of the Bonds and the Warrants represented a total interest of approximately 51.8% of the then issued and outstanding Common Shares, calculated on a fully-diluted basis.

Immediately following the First Disposition, Anavio held 50 units of 2027 Bonds and 53 units of 2028 Bonds, convertible on their terms, in the aggregate, into 649,842,244 Common Shares (representing, in the aggregate, approximately 36.9% of the then issued and outstanding Common Shares), and 230,791,523 Warrants (representing approximately 13.1% of the then issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis, and did not own or exercise control or direction over any Common Shares. Consequently, immediately following the First Disposition, Anavio's aggregate holding of the Bonds and the Warrants represented a total interest of approximately 50.0% of the then issued and outstanding Common Shares, calculated on a fully-diluted basis.

Immediately prior to the Second Disposition, Anavio did not own or exercise control or direction over any Common Shares but held 50 units of 2027 Bonds and 53 units of 2028 Bonds, convertible on their terms, in the aggregate, into 649,842,244 Common Shares (representing, in the aggregate, approximately 36.7% of the then issued and outstanding Common Shares), and 230,791,523 Warrants (representing approximately 13.0% of the then issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis. Immediately prior to the Second Disposition, Anavio's aggregate holding of the Bonds and the Warrants represented a total interest of approximately 49.7% of the then issued and outstanding Common Shares, calculated on a fully-diluted basis.

Immediately following the Second Disposition, Anavio held 46 units of 2027 Bonds and 47 units of 2028 Bonds, convertible on their terms, in the aggregate, into 586,750,764 Common Shares (representing, in the aggregate, approximately 33.1% of the issued and outstanding Common Shares), and 230,791,523 Warrants (representing approximately 13.0% of the issued and outstanding Common Shares), in each case, calculated on a fully-diluted basis, and did not own or exercise control or direction over any Common Shares. Consequently, immediately following the Second Disposition, Anavio's aggregate holding of the Bonds and the Warrants represents a total interest of approximately 46.1% of the issued and outstanding Common Shares, calculated on a fully-diluted basis.

The Dispositions took place through the facilities of the London Stock Exchange. Anavio completed the Dispositions for investment management purposes. Anavio remains committed to working with the 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