REG - Eco (Atlantic) O&G - Block 3B/4B Transaction Completion & Board Changes

Eco (Atlantic) Oil & GasAnnouncement

13/01/2025 07:00

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RNS Number : 0109T  Eco (Atlantic) Oil and Gas Ltd.  13 January 2025

13 January 2025

 

ECO (ATLANTIC) OIL & GAS LTD.

("Eco," "Eco Atlantic," "Company," or together with its subsidiaries, the
"Group")

 

Block 3B/4B Transaction Completion and Board Changes

 

Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX ‐ V: EOG), the oil and
gas exploration company focused on the offshore Atlantic Margins, is pleased
to announce completion of its transaction with Africa Oil Corp. ("Africa Oil")
and Africa Oil SA Corp ("AOSAC") for the sale of a 1% Participating Interest
in Block 3B/4B, and replacement of a member of the board.

 

Block 3B/4B Update

 

Further to the Company's announcement of 29 July 2024 (the "Announcement") and
following satisfaction of all conditions precedent in regards to the Exchange
Transaction (as defined below), the Company is pleased to confirm that the
transaction has now completed. As detailed in the Announcement, Azinam Limited
("Azinam"), Eco's wholly owned subsidiary, agreed to sell and assign a 1%
Participating Interest in Block 3B/4B offshore the Republic of South Africa,
including the associated Exploration Right and Joint Operating Agreement
rights ("Assigned Interest") to AOSAC in exchange for the cancellation of all
common shares of no par value in the Company ("Common Shares") and warrants
over Common Shares ("Warrants") held by Africa Oil (the "Exchange
Transaction").

 

Eco has now received approval from the Government of the Republic of South
Africa, under Section 11 of the Mineral and Petroleum Resources Development
Act, in relation to Eco's Assignment and Share Cancellation Agreement with
Azinam, Africa Oil and AOSAC. The conditions precedent to the Exchange
Transaction, including requisite regulatory approvals from the Government of
the Republic of South Africa, TSX Venture Exchange, applicable Canadian
Securities Commissions, and the relevant approvals from the Block 3B/4B Joint
Venture Partners, have now been satisfied and accordingly, Azinam has assigned
the Assigned Interest to AOSAC and in return Africa Oil has transferred the
Eco Securities (as defined below) which have been cancelled ("Completion").

 

Eco now holds a fully carried 5.25% interest in Block 3B/4B Offshore South
Africa, reduced from 6.25%. Following the cancellation of Africa Oil's
previously held in aggregate, 54,941,744 Common Shares (valued at c. $CAD11.5m
as at 29 July 2024) (the "Share Cancellation") and 4,864,865 Warrants
(collectively, the "Eco Securities"), the outstanding common share capital of
the Company is now reduced to 315,231,936 Common Shares and 48,541,666
warrants.

 

Board Replacement

 

As a result of Completion, Africa Oil is no longer a shareholder in the
Company and no longer has the right to appoint a director to Eco's Board of
Directors.  Accordingly, Africa Oil's representative, Oliver Quinn, has
stepped down from Eco's Board of Directors (the "Board") with immediate
effect.

 

Consequently, Eco is pleased to announce the appointment of Mrs Emily Ferguson
as a Non-Executive Director with immediate effect.  Mrs Ferguson brings 22
years of experience in the oil and gas industry, spanning technical,
commercial, and senior leadership roles, with a particular focus on
exploration assets. Most recently, she spent six years at TotalEnergies, where
she served as VP of Exploration for Europe, the Middle East, North Africa, and
Asia until August 2024. In this role, she was responsible for overseeing
exploration activities across multiple regions. Before this, Emily was the
lead negotiator for E&P asset divestments and acquisitions across Europe,
South America, and Africa, with a particular emphasis on Southern and Eastern
Africa. Prior to her time at TotalEnergies, Emily spent 12 years at Maersk
Oil, where she held roles as Head of Kurdistan and Kazakhstan Exploration
Assets, as well as Head of Kenya Exploration. She holds a BSc in Geology and
Petroleum Geology and an MSc in Petroleum Geology from the University of
Aberdeen, Scotland.

 

AIM Rules for Companies, Schedule 2(g) Disclosures

 

The following additional information is provided in accordance with paragraph
(g) of Schedule Two of the AIM Rules for Companies.

 

Mrs Emily Louise MacDonald Ferguson (aged 45)

 

 Current Directorships  Past Directorships (in the last five years)
 None                   None

 

There is no further information to be disclosed pursuant to Schedule 2(g) of
the AIM Rules for Companies.

 

Total Voting Rights

Following the Share Cancellation, the issued share capital of the Company is
315,231,936 Common Shares. The above figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the Disclosure and Transparency Rules.

 

Gil Holzman, Co-founder and Chief Executive of Eco Atlantic, commented:

 

"We are pleased to have received approval from the South Africa Government
regarding Eco's transaction with Africa Oil. This is an important milestone
towards JV partners' drilling plans on the Block in 2025.  The transaction
not only strengthens Eco's balance sheet on a per-share basis but also creates
significant shareholder value through a material reduction in the Company's
share count.  We look forward to continuing our longstanding relationship and
collaboration with Africa oil as we remain focused on maximising value for
shareholders across our portfolio.

 

"We are delighted to welcome Emily Ferguson to the Board. Emily is widely
recognized for her inspirational leadership and the positive impact she has on
teams and individuals. With over 20 years of experience in developing and
monetizing exploration assets most recently with TotalEnergies, her expertise
in this area will be invaluable to both the Board and the executive team as we
continue to advance partnerships for our exciting exploration portfolio. We
are now looking forward to a busy year for the Company across our entire
portfolio and to progressing our respective farm out and drilling workstreams"

 

 

**ENDS**

 

For more information, please visit www.ecooilandgas.com or contact the
following:

 Eco Atlantic Oil and Gas                           c/o Celicourt +44 (0) 20 8434 2754
 Gil Holzman, CEO

 Colin Kinley, COO

 Alice Carroll, Executive Director
 Strand Hanson (Financial & Nominated Adviser)

                                                    +44 (0) 20 7409 3494
 James Harris

 James Bellman

 Berenberg (Broker)                                 +44 (0) 20 3207 7800
 Matthew Armitt

 Detlir Elezi

 Celicourt (PR)                                     +44 (0) 20 7770 6424
 Mark Antelme

 Jimmy Lea

 Charles Denley-Myerson

 

About Eco Atlantic:

 

Eco Atlantic is a TSX-V and AIM-quoted Atlantic Margin-focused oil and gas
exploration company with offshore license interests in Guyana, Namibia, and
South Africa. Eco aims to deliver material value for its stakeholders through
its role in the energy transition to explore for low carbon intensity oil and
gas in stable emerging markets close to infrastructure.

 

Offshore Guyana, in the proven Guyana-Suriname Basin, the Company operates a
100% Working Interest in the 1,354 km(2) Orinduik Block. In Namibia, the
Company holds Operatorship and an 85% Working Interest in four offshore
Petroleum Licences: PELs: 97, 98, 99, and 100, representing a combined area of
28,593 km(2) in the Walvis Basin.  Offshore South Africa, Eco holds a 5.25%
Working Interest in Block 3B/4B and pending government approval a 75% Operated
Interest in Block 1, in the Orange Basin, totalling some 37,510km(2).

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain information set forth in this document contains forward-looking
information and statements including, without limitation, expected closing of
the Exchange transaction, management's business strategy, and management's
assessment of future plans and operations. Such forward-looking statements or
information are provided for the purpose of providing information about
management's current expectations and plans relating to the future, including
completion of the Exchange Transaction as proposed or at all. Forward-looking
statements or information typically contain statements with words such as
"anticipate", "believe", "expect", "plan", "intend", "estimate", "propose",
"project", "potential" or similar words suggesting future outcomes or
statements regarding future performance and outlook. Readers are cautioned
that assumptions used in the preparation of such information may prove to be
incorrect. Events or circumstances may cause actual results to differ
materially from those predicted as a result of numerous known and unknown
risks, uncertainties and other factors, many of which are beyond the control
of the Company. Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, undue reliance should not
be placed on them as actual results may differ materially from the
forward-looking statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include risks and
uncertainties identified under the headings "Risk Factors" in the Company's
annual information form dated July 29, 2024 and other disclosure documents
available on the Company's profile on SEDAR+ at www.sedarplus.ca.
(http://www.sedar.com) The forward-looking statements contained in this press
release are made as of the date hereof, and the Company undertakes no
obligation to update publicly or revise any forward-looking statements or
information, except as required by law.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

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