REG - Eco (Atlantic) O&G - PrimaryBid Retail Offer

Eco (Atlantic) Oil & GasAnnouncement

05/04/2022 17:30

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RNS Number : 3829H  Eco (Atlantic) Oil and Gas Ltd.  05 April 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ECO (ATLANTIC) OIL
& GAS LTD.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM, OR TO ANY PERSON LOCATED OR RESIDENT IN, the
United States, Australia, Canada, the Republic of South Africa, Japan OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021)

 

5 April 2022

 

ECO (ATLANTIC) OIL & GAS LTD.

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

PrimaryBid Retail Offer

Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) , the TSX-V and AIM
quoted Atlantic Margin focused oil & gas exploration company with offshore
license interests in Guyana, Namibia, and South Africa is pleased to
announce a conditional offer for subscription via PrimaryBid (the "Retail
Offer") of new Common shares of nil-par value each in the Company ("Retail
Offer Shares") at an issue price of 30 pence per Retail Offer Shares (the
"Issue Price").

As announced earlier today, the Company is also conducting a placing of new
Common Shares at the Issue Price by way of an accelerated bookbuild process
(the "Placing") to raise up to approximately US$21m. In addition, the Company
has announced that Africa Oil Corp intends to subscribe for up to US$4m of new
Common Shares at the Issue Price by way of a subscription (the "Subscription",
together with the Placing and Retail Offer, the "Equity Fundraise").

The Equity Fundraise is conditional on the new Common Shares to be issued
pursuant to the Equity Fundraise being admitted to trading on AIM
("Admission"). Admission is expected to be take place at 8.00 a.m. on 11
April 2022. The Retail Offer will not be completed without the Placing and
Subscription also being completed.

The Company will use the net proceeds of the Equity Fundraise primarily to
fund Eco's share of the drilling of the Gazania-1 well on Block 2B offshore
South Africa, estimated to be approximately US$23 million, to cover Geological
and Geophysical expenses across the Group's portfolio and license fees in
Namibia and on Block 3B/4B in South Africa as well as for general working
capital purposes.

Retail Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
Retail Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual
and institutional investors following the release of this announcement. The
Retail Offer will close on the completion of the Bookbuild process.  The
Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

No commission is charged to investors on applications to participate in the
Retail Offer made through PrimaryBid.  It is vital to note that once an
application for new Common Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com.

The new Common Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the announcement of the Equity
Fundraise made by the Company on 5 April 2022.

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.

General Information

Application will be made to the London Stock Exchange for admission of the
Equity Fundraise Shares to trading on AIM. 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. It is expected that AIM Admission will
take place on or before 8.00 a.m. (London time) on 11 April 2022 and that
dealings in the Equity Fundraise Shares on AIM will commence at the same time.

 

The Retail Offer Shares will be subject to statutory resale (hold)
restrictions to trading on TSX for a period of four months and one day under
the applicable Canadian securities laws and any resale of the Retail Offer
Shares must be made in accordance with such resale restrictions or in reliance
on an available exemption therefrom. The Retail Offer Shares are not subject
to statutory resale (hold) restrictions in relation to their trading on AIM.
Each retail investor subscribing to the Retail Offer is solely responsible
(and the Company is not in any way responsible) for compliance with applicable
securities laws in the resale of any Retail Offer Shares.

 

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, Head of Marketing and IR                 +44(0)781 729 5070 | +1 (416) 318 8272

 PrimaryBid Limited                                      enquiries@primarybid.com

 Charles Spencer

 James Deal

 Strand Hanson Limited, Nominated and Financial Adviser  +44 (0) 20 7409 3494

 James Harris

 James Bellman

 Celicourt (PR)                                          +44 (0) 20 8434 2754

 Mark Antelme

 Jimmy Lea

 

Details of the Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate in the Retail Offer. The Company is therefore making the Retail
Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The Retail Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
Offer which is open to existing shareholders and other investors subscribing
via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for new Common Shares, is available to all persons who register with
PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Common Shares and investment in
the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com before making a decision to subscribe
for new Common Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the new Common
Shares if they are in any doubt.

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF COMMON SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.

 

This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication or distribution would be
unlawful.

 

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered
or sold in the United States (including its territories and possessions, any
state of the United States and the District of Columbia), except pursuant to
an applicable exemption from the registration requirements of the US
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. No public offering of Common
Shares is being made in the United States.

 

 

END

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