REG - Eco (Atlantic) O&G - Direct Equity Subscription & Issue of Warrants

Eco (Atlantic) Oil & GasAnnouncement

23/01/2026 07:02

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RNS Number : 0504Q  Eco (Atlantic) Oil and Gas Ltd.  23 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU No. 596/2014) ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

23 January 2026

 

ECO (ATLANTIC) OIL & GAS LTD.

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

 

Direct Equity Subscription of US$10 million and Issue of Warrants

 

Eco (Atlantic) Oil & Gas Ltd. (AIM:ECO, TSX-V:EOG) is pleased to
announce it has entered into binding agreements with Israeli based
institutional investors (together, the "Subscribers") to subscribe for new
common shares in the capital of the Company ("Common Shares") (the
"Subscription" or the "Private Placement").

 

Pursuant to the non-brokered Private Placement, the Company expects to raise
aggregate gross proceeds of US$10 million (approximately £7.4 million, CAD
$13.8 million) through the issue of 26,909,091 new Common Shares (the
"Subscription Shares") at an issue price of 27.5 pence (CAD 0.51) per share
(the "Issue Price"), being the closing price of the Company's Common Shares on
AIM on 22 January 2026.

 

In addition, the Company will issue one warrant for each Subscription Share
(the "Warrants"). Each Warrant will entitle the holder to subscribe for one
new Common Share at an exercise price of 40 pence (CAD 0.74) per share and
will be exercisable for a period of three years from the date of issue.

 

The Subscription Shares will, when issued, rank pari passu in all respects
with the existing Common Shares, including, without limitation, the right to
receive dividends and other distributions declared, made or paid after the
date of issue.

 

The Subscription Shares, when issued, will represent approximately 8.54 per
cent. of the existing issued share capital of the Company (on a non-diluted
basis) and 7.86 per cent. of the Company's issued share capital as enlarged by
the Subscription (on a non-diluted basis).

 

Details of the Subscription

 

The Subscription is conditional upon, inter alia, AIM Admission becoming
effective, the subscription agreement not being terminated in accordance with
its terms and receipt of money pursuant to the Subscription. Closing of the
Subscription is also subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and other approvals, including the
approval of the TSX Venture Exchange.

 

Gil Holzman, President & Chief Executive Officer of Eco Atlantic,
commented:

 

"We are delighted to welcome a number of leading Israeli institutional
investors to our share register through this US$10 million direct
subscription. Their participation and long term commitment represents a strong
endorsement of the quality of our Atlantic Margin portfolio, our exploration
and value-creation strategy, and our disciplined, capital-efficient approach.

 

This funding strengthens our financial position and provides us with the
flexibility to accelerate key technical and corporate work programmes across
our licences in Guyana, Namibia and South Africa throughout 2026 while
maintaining a strong balance sheet and preserving significant upside for
shareholders."

 

Use of Proceeds

 

The net proceeds of the Subscription will be used for:

 

·    US$5.0 million on planned Geological and Geophysical work;

·    US$2.5 million on identifying and pursuing potential new ventures;
and

·    US$2.5 million for general & administrative purposes.

 

Admission and Total Voting Rights

 

Application is being made to the London Stock Exchange for admission of the
Subscription Shares to trading on AIM. It is expected that AIM Admission will
take place at 8.00 a.m. (GMT) on or around 30 January 2026. Application will
be made to the TSX-V for the Equity Fundraise Shares to be admitted to trading
on the TSX-V, with listing subject to the approval of the TSX-V and the
Company satisfying all of the requirements of the TSX-V.

 

Following Admission, the issued share capital of the Company will be
342,141,027 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 FCA's Disclosure Guidance and
Transparency Rules.

 

For more information, please visit www.ecooilandgas.com
(http://www.ecooilandgas.com)  or contact the following:

 

 Eco Atlantic Oil and Gas                                          c/o Celicourt +44 (0) 20 7770 6424
 Gil Holzman, President and Chief Executive Officer

 Alice Carroll, VP, Business Development & Corporate Affairs
 Strand Hanson (Financial & Nominated Adviser)                     +44 (0) 20 7409 3494
 James Harris, James Bellman
 Canaccord Genuity Capital Markets (Joint Broker)                  +44 20 7523 8000
 Henry Fitzgerald-O'Connor, Charlie Hammond
 Berenberg (Joint Broker)                                          +44 (0) 20 3207 7800
 Mathew Armitt
 Celicourt (PR)                                                    +44 (0) 20 7770 6424
 Mark Antelme, Charles Denley-Myerson

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person
responsible for arranging for the release of this Announcement on behalf of
the Company is Gil Holzman, Co-Founder and CEO of Eco Atlantic.

 

Notes to editors

 

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.

 

In 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 three offshore
Petroleum Licences: PELs: 97, 99, and 100, representing a combined area of
22,893 km(2) in the Walvis Basin. In Offshore South Africa, Eco holds a 5.25%
Working Interest in Block 3B/4B and a 75% Operated Interest in Block 1 CBK, in
the Orange Basin, totalling approximately 37,510km(2).

 

Additional Information

 

This news release does not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of any of the securities in the
United States or in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "1933 Act"),
or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration
requirements is available.

 

This Announcement should be read in its entirety.

 

Currency conversion in this announcement is calculated US$1/£0.74/CAD1.38

 

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

 

This news release contains "forward-looking information" within the meaning of
applicable Canadian securities legislation. All statements in this news
release, other than statements of historical fact, that address events or
developments that Eco expects to occur, are "forward-looking statements".
Forward-looking statements are statements that are not historical facts and
are generally, but not always, identified by the words "expects", "does not
expect", "plans", "anticipates", "does not anticipate", "believes", "intends",
"estimates", "projects", "potential", "scheduled", "forecast", "budget" and
similar expressions, or that events or conditions "will", "would", "may",
"could", "should" or "might" occur.

 

All such forward-looking statements are based on the opinions and estimates of
the relevant management as of the date such statements are made and are
subject to certain assumptions, important risk factors and uncertainties, many
of which are beyond Eco's ability to control or predict. Forward-looking
statements are necessarily based on estimates and assumptions that are
inherently subject to known and unknown risks, uncertainties and other factors
that may cause actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such
forward-looking statements. In the case of Eco, these facts include the
Company's anticipated use of proceeds of the Subscription, statements
respecting closing of the Subscription and receipt of all regulatory approvals
in respect of the Subscription, including final approval of the TSXV, as well
as anticipated operations in future periods, and plans related to its business
and other matters that may occur in the future. This information relates to
analyses and other information that is based on expectations of future
performance and planned work programs.

Forward-looking information is subject to a variety of known and unknown
risks, uncertainties and other factors which could cause actual events or
results to differ from those expressed or implied by the forward-looking
information. Should one or more risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking information or statements.

 

Eco's forward-looking information is based on the reasonable beliefs,
expectations and opinions of the Company's respective management on the date
the statements are made, and Eco does not assume any obligation to update
forward looking information if circumstances or management's beliefs,
expectations or opinions change, except as required by law. For the reasons
set forth above, investors should not place undue reliance on forward-looking
information. For a complete discussion with respect to Eco and risks
associated with forward-looking information and forward-looking statements,
please refer to Eco's continuous disclosure documents which are filed on
SEDAR+ at www.sedarplus.ca.

 

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