Mr. Thomas Richardson reports

CANADIAN OVERSEAS PETROLEUM LIMITED REQUESTS EXEMPTIONS UNDER POLICY 4 OF THE CANADIAN SECURITIES EXCHANGE

Canadian Overseas Petroleum Ltd. has requested exemptions under Policy 4 (Corporate Governance, Security Holder Approvals and Miscellaneous Provisions) of the Canadian Securities Exchange with respect to the requirement for securityholder approval of an offering.

In relation to the offering announced on Dec. 29, 2023, the company under Policy 4 of the CSE is required to hold a securityholder vote on the offering due to the offering including a number of issuable securities that are more than 100 per cent of the currently outstanding securities, unless the company qualifies for exemptions under Policy 4.

The company satisfies the majority of the requirements for an exemption as the company is in serious financial difficulty, the company has reached an agreement to complete the offering and the independent directors of the board of directors have determined that the offering is in the best interests of the company and is reasonable in the circumstances and that it is not feasible to obtain securityholder approval or complete a rights offering to existing securityholders on the same terms as the offering. The company is, however, requesting an exemption from the application of Policy 4 as a related person, as defined therein, and is participating in the offering, and from the requirement to issue a news release five days in advance of the offering, with the scheduled closing of the offering being early next week.

The company is requesting these exemptions from Policy 4 on the basis of the serious financial difficulty facing the company at this time as outlined in previous news releases and public disclosure.