REG - Eco (Atlantic) O&G - JHI Acquisition - Final Court Order Obtained

Eco (Atlantic) Oil & GasAnnouncement

Mon 07:00

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RNS Number : 6877E  Eco (Atlantic) Oil and Gas Ltd.  18 May 2026

18 May 2026

 

ECO (ATLANTIC) OIL & GAS LTD.

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

 

Eco Provides Further Update on the Acquisition of JHI Associates Inc. - Final
Court Order Obtained

 

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 provide an update, further to the Company's announcements on March 11, 2026
and April 29, 2026, regarding its proposed acquisition of JHI Associates Inc.
("JHI") by way of a court-approved plan of arrangement (the "Arrangement").

 

Eco confirms that, following approval by JHI shareholders, JHI has
successfully obtained on May 15, 2026 the final order approval (the "Final
Order") from the Ontario Superior Court of Justice (Commercial List) (the
"Court"), approving the Arrangement as proposed.  At JHI's annual and special
meeting of shareholders held on May 12, 2026, 100% of the votes cast were in
favour of the plan of Arrangement with Eco, further demonstrating an
overwhelming alignment on the transaction.

 

The only remaining conditions for final completion of the Arrangement
("Closing") includes receipt of Falkland Islands Government ("FIG") of
five-year licence extension of the PL001 licence and Navitas Petroleum LP's
(via its subsidiary) operatorship; JHI to have a cash balance of US$1.0
million on completion of the Acquisition; and, required TSX-V and AIM
approvals.

 

On Closing, Eco expects to issue up to, in aggregate, 96,307,811 new Common
Shares, to JHI shareholders who are entitled to convert them into Eco shares
upon presenting their original JHI share certificate.  Each JHI shareholder,
in terms of a letter of transmittal containing instructions for surrendering
JHI share certificates or DRS statements, may exchange such shares for Eco
Common Shares to which they are entitled pursuant to the Arrangement.
 Unclaimed Common Shares will be held in trust for up to six (6) years after
which every unclaimed share will be cancelled and deducted from the share
register. Approximately 41.5 million (45%) of the Common Shares to be issued
to JHI shareholders will be subject to lock-up arrangements spanning 18 months
following completion.  The remaining freely tradeable Common Shares will be
held by more than 1,000 different shareholders.  Details for JHI Shareholders
on the exact mechanism to exchange their original shares certificate can be
found on JHI's website: www.jhiassociates.com
(https://protect.checkpoint.com/v2/r03/___http:/www.jhiassociates.com___.YXYyYzplY29hdGxhbnRpY29pbGdhc2x0ZDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDo4MzZjZWVlODA0NjhlZmVmNTQzMmQxNDA1YjEyNWEyYTo3OmIxMzU6OGUyNmZiMjFhNmVlNGFjMTkxMzNlZmE1NTJjOTdkYmEwYTAxNGM1MTFlNzI3MWUxZGRiOGQzYjc3MjFmOGU4MjpwOlQ6Rg)
.

 

Following the obtaining of shareholder and court approval the final steps are
now administrative, and Eco expects the transaction to close as soon as the
requisite government approvals are received, subject to the satisfaction of
customary closing conditions under the Arrangement agreement.

 

On completion of the transaction, Eco will hold 100% of the outstanding JHI
shares and, in turn, a 35% participating interest in PL001 offshore of the
Falkland Islands operated by Navitas Petroleum LP (via its subsidiary holding
the remaining 65% interest) and a potential extension of JHI's 17.5% WI in the
Canje Block offshore Guyana subject to ongoing government negotiations and
approval.

 

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

"Completion of the JHI acquisition is in its final stages and we are delighted
with the positive outcome in the important milestones, being the overwhelming
100% shareholders vote and approval of the Final Order. The governmental
approvals are expected imminently, and our teams are working hard to close as
soon as practically possible once we receive these approvals. We are working
closely with Navitas on the planned exploration of the PL001 license offshore
the Falkland Islands to ensure a seamless technical handover from the JHI team
to Eco and for Navitas to operate the block. Additionally, JHI and Eco remain
engaged with the Government of Guyana with respect to a potential extension or
reissuance of JHI's Canje block offshore, in parallel to Eco's ongoing
discussions with the Ministry on the terms of the Orinduik Block offshore."

 

Advisors

PillarFour Capital Inc. is acting as Eco's financial advisor on the
transaction. Strand Hanson is acting as Nominated Advisor, and Torys LLP and
Chun Law are acting as legal advisors to the company. Fogler Rubinoff and
Dorsey & Whitney are acting as legal advisor to JHI.

 

ENDS

 

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

 

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

 Alice Carroll, VP Business Development & Corporate Affairs
                                                                   +44 (0) 20 7409 3494

 Strand Hanson (Financial & Nominated Adviser)
 James Harris, James Bellman, Edward Foulkes
                                                                  +44 (0) 20 7523 8000

 Canaccord Genuity (Joint Broker)
 Henry Fitzgerald-O'Connor, Charlie Hammond, Rory Blundell
                                                                  +44 (0) 20 3207 7800

 Berenberg (Joint Broker)
 Matthew Armitt
                                                                  +44 (0) 20 7770 6424

 Celicourt (PR)
 Mark Antelme, Charles Denley-Myerson

 

 

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.

 

 

About Eco Atlantic:

 

Eco Atlantic is a TSX-V and AIM-quoted Atlantic Margin-focused oil and gas
exploration company with offshore licence 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).

 

Forward-Looking Information

This press release contains forward-looking information within the meaning of
applicable Canadian securities laws. All statements other than statements of
historical fact may be forward-looking information, including, without
limitation, statements regarding the Arrangement, the final conditions for
Closing, the anticipated Closing of the Arrangement, ongoing plan of the
parties following Closing and the expected strategic and operational benefits
of the Arrangement to Eco.

 

Forward-looking information is often identified by words such as "expects",
"anticipates", "believes", "intends", "plans", "may", "will", "should",
"potential" or similar expressions. These statements are based on current
expectations, estimates and projections that involve a number of risks and
uncertainties.

Forward-looking information is based on certain assumptions, including, but
not limited to, the timely receipt of all required approvals (including TSX-V,
AIM and other regulatory approvals), the satisfaction of all remaining
conditions to completion of the Arrangement, and general economic and industry
conditions.

Actual results may differ materially from those expressed or implied by such
forward-looking information due to a variety of risks and uncertainties,
including, without limitation: the risk that the Arrangement may not be
completed as currently contemplated or at all; the inability to satisfy
closing conditions; changes in market and industry conditions; failure to
obtain the regulatory and governmental approvals required to support the
ongoing operational plans of Eco; and other risks disclosed in the Company's
public filings available on SEDAR+.

 

Readers are cautioned not to place undue reliance on forward-looking
information. The Company undertakes no obligation to update or revise any
forward-looking information except as required by applicable 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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