Canadian Overseas Petroleum Limited ("COPL"), an international oil and gas exploration and development company, today announces that is has requested a temporary Management Cease Trade Order ("MCTO") from the Alberta Securities Commission ("ASC") in connection with the Company's filing of its unaudited interim financial statements and the applicable CEO and CFO certifications in respect of such filings for the period ended March 31, 2021 (collectively the "Interim Filings").
The Company recently completed its acquisition of Atomic Oil and Gas LLC ("Atomic") and Southwestern Production Corp. ("SWP"), two closely held oil and gas companies with producing oil and gas assets in Wyoming, United States (the "Acquisition"). The Acquisition closed on March 16, 2021 with an effective date of December 1, 2020. The Company has not yet received the audited financial statements of Atomic and SWP for the year ended December 31, 2020, which are required to complete the Interim Filings because of the effective date of the Acquisition. Therefore, the Company will now be further delayed in respect of preparing the Interim Filings. The Company is requesting the MCTO in order to secure additional time for the Company to prepare the interim financial statements for the period ended March 31, 2021.
Accordingly, the Company has applied to the ASC for the MCTO that will prohibit the management of the Company from trading in the securities of the Company until such time as the Interim Filings are filed. No decision has yet been made by the ASC on this application. The ASC may grant the application and issue the MCTO or it may impose an issuer cease trade order if the Interim Filings are not filed in a timely fashion.
The Company notes that:
The Company is required to file its Interim Filings by May 15, 2021 (the "Filing Deadline"), as required pursuant to National Instrument 51-102 - Continuous Disclosure Obligations. At this time the Company is uncertain as to whether it will be able to complete its Interim Filings on or before the Filing Deadline.
The Company and its auditors are working diligently to prepare and file the Interim Filings, on or before June 30, 2021.
The Company confirms that, other than as disclosed in prior press releases, there is no material information concerning the affairs of the Company that has not been generally disclosed since the filing on April 28, 2021 of the Company's latest annual financial reports for the years ended December 31, 2020 and 2019.
Until the Company has filed the Interim Filings, members of the Company's management and other insiders are subject to an insider trading black-out.
During the period of default and until filing of the Interim Filings, the Company intends to satisfy the provisions of the alternative information guidelines as required by National Policy 12-203 Management Cease Trade Orders.