Canacol Energy Ltd. Announces the Commencement of Cash
Tender Offer and Consent Solicitation with Respect to its 2025
Senior Notes
CALGARY, Alberta, November 8, 2021 – Canacol Energy Ltd. (TSX:CNE) (OTCQX:CNNEF) (BVC:CNE.C)
("Canacol") and Credit Suisse Securities (USA) LLC (the "Purchaser") today announced the commencement of
an offer by the Purchaser (directly or through an affiliate) to purchase for cash (the "Tender Offer") any and all of
the outstanding 7.250% Senior Notes due 2025 (the "Notes") issued by Canacol from each registered holder of
the Notes (each, a "Holder" and, collectively, the "Holders"). The Tender Offer is being made pursuant to the
offer to purchase and consent solicitation statement dated November 8, 2021 (the "Offer and Solicitation
Statement").
In connection with the Tender Offer, the Purchaser (directly or through an affiliate) is also soliciting on behalf of
the Issuer (the "Solicitation") with respect to the Notes, consents (the "Consents") to proposed amendments
(the "Proposed Amendments") to the Notes and the indenture dated May 3, 2018 (as amended and
supplemented to the date hereof, the "Indenture") between Canacol, the guarantors thereto and Citibank, N.A.,
as trustee (the "Trustee"), under which the Notes were issued, providing for, among other things, elimination of
substantially all restrictive covenants in the Indenture and modify the notice period applicable to optional
redemptions from not less than ten nor more than 60 days to not less than three Business Days nor more than 60
days.
The table below summarizes certain payment terms of the Tender Offer and the Solicitation:
Description of Notes CUSIP/ ISIN Nos.
Outstanding
Principal Amount Purchase Price(1)
Early Tender
Payment(1)
Total
Consideration(1)(2)
7.250% Senior Notes
due 2025
Rule 144A: 134808
AC8 / US134808AC80
Reg S: U13518 AB8 /
USU13518AB81
U.S.$320,000,000 U.S.$1,015.85 U.S.$50.00 U.S.$1,065.85
(1) Per U.S.$1,000 principal amount of Notes.
(2) Total Consideration is inclusive of Early Tender Payment
The Tender Offer and the Solicitation are scheduled to expire at 11:59 p.m., New York City time, on December 7,
2021, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the
"Expiration Date"). The early tender deadline for the offer will be 5:00 p.m., New York City time, on November
22, 2021 (such date and time, including as extended or earlier terminated, the "Early Tender Time"). Notes
tendered may be withdrawn prior to 5:00 p.m., New York City time, on November 22, 2021 (such date and time,
the "Withdrawal Deadline"), but not thereafter, except as required by applicable law.
The total consideration offered for each U.S.$1,000 principal amount of the Notes will be U.S.$ 1,065.85 (the
"Total Consideration"), which includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount
of the Notes (the "Early Tender Payment") and the Purchase Price (as defined below). The Early Tender
Payment will be payable only to Holders who validly tender and do not withdraw their Notes on or prior to the Early
Tender Time. Holders validly tendering and not withdrawing Notes at or before the Early Tender Time will be
eligible to receive the Total Consideration (including the Early Tender Payment) on a date promptly following the
Early Tender Time (the "Early Settlement Date") (which date is expected to be November 23, 2021, but which