REG - Eco (Atlantic) O&G - TSXV Approval for Closing of Azinam Acquisition

Eco (Atlantic) Oil & GasAnnouncement

28/03/2022 07:00

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RNS Number : 1511G  Eco (Atlantic) Oil and Gas Ltd.  28 March 2022

28 March 2022

 

ECO (ATLANTIC) OIL & GAS LTD.

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

 

TSXV Approval for the Closing of the Azinam Acquisition

 

Further to the Company's announcement of 11 March 2022, 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 confirm that
it and Azinam Holdings Limited ("Azinam Holdings") have now received final
approval from the TSX Venture Exchange (the "Exchange") (the "Approval") for
Eco's acquisition (through a wholly-owned subsidiary) of Azinam Group Limited
("Azinam") (the "Acquisition"), and accordingly Eco is now the sole owner of
Azinam and will now issue 22,296,300 new Common Shares in Eco ("Common
Shares") to Azinam Holdings representing 9.9% of the Enlarged Share Capital
detailed below (the "First Tranche"), with the issuance of the remaining
 17,874,174 Common Shares (the "Second Tranche"), subject only to Exchange
clearance of the Personal Information Forms ("PIFs") of Azinam Holdings'
Directors, which is expected to be received this week.  A further
announcement confirming the issue of the Second Tranche will be released once
the Exchange confirmation has been received.

As disclosed in the Company's announcement of February 8, 2022, the
Acquisition will result in the issuance to Azinam Holdings of, in aggregate,
40,170,474 Common Shares (the "New Issue"), providing Azinam Holdings with
16.5% of Eco's share capital as enlarged by such issue ("Enlarged Share
Capital"), providing for a cashless acquisition to become the sole owner of
Azinam's entire African portfolio.  In addition, the Company expects to
receive   customary formal acknowledgment from the government of South
Africa in respect of this change of control shortly.

At no time will Azinam Holdings be entitled to subscribe for and purchase such
amount of Common Shares which, when aggregated with its already existing
ownership of Common Shares, would result in Azinam Holdings being the
registered or beneficial holder of more than 19.9% of the then issued and
outstanding Common Shares, without the prior written consent of the Exchange
and Eco and in accordance with the policies of the Exchange.  Eco has agreed
that, for as long as Azinam Holdings holds at least a 12.5% interest in Eco's
share capital, Azinam Holdings shall be entitled to nominate one director for
election to Eco's board of directors.

Admission of the Consideration Shares

Application has been made for admission of the First Tranche, which will
rank pari passu with existing Common Shares, to trading on AIM
("Admission"). It is expected that Admission will become effective and trading
will commence at 8.00 a.m. on 31 March 2022.

Following Admission of the First Tranche, the enlarged issued share capital of
the Company will be 224,989,935 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.

 

Gil Holzman Co-Founder and CEO of Eco Atlantic commented:

 

"We are happy to now officially own Azinam Group Ltd. and its subsidiaries. We
now look forward to operating a number of highly prospective licences in three
exploration hotspots: Guyana, Namibia and South Africa. We continue to make
strong progress towards the upcoming drilling of the Gazania-1 well on Block
2B, offshore South Africa, and following the signing of the rig contract
earlier in the month we anticipate drilling to commence in late Q3 2022.  We
look forward to receiving the final formal acknowledgement from the South
African government for the change of control entities and to making further
updates on our strategic acreage in due course."

 

**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, Head of Marketing and IR                    +44(0)781 729 5070 | +1 (416) 318 8272
 Strand Hanson Limited (Financial & Nominated Adviser)

                                                            +44 (0) 20 7409 3494
 James Harris

 James Bellman

 Berenberg (Broker)                                         +44 (0) 20 3207 7800
 Emily Morris

 Detlir Elezi

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

 Jimmy Lea
 Hannam & Partners (Research Advisor)
 Neil Passmore                                              +44 (0) 20 7905 8500

 

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).

 

Notes to editors:

 

About Eco Atlantic:

 

Eco Atlantic is a TSX-V and AIM quoted Atlantic margin focused Oil & 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 consuming oil and
gas in stable emerging markets near to infrastructure.

 

Offshore Guyana in the proven Suriname-Guyana Basin, the Company holds a 15%
Working Interest in the 1,800 km(2) Orinduik Block Operated by Tullow Oil,
and also indirectly through a soon to be 7.3% shareholding in JHI Associates
Inc. a private company which holds a 17.5% working interest in the
4,800km(2) Canje Block Operated by ExxonMobil.   In Namibia, the Company
holds Operatorship and 85% Working Interests in four offshore Petroleum
Licences: PEL's: 97, 98, 99 and 100 totalling 28,593 km(2) in the Walvis
Basin.

 

Offshore South Africa, Eco will, subject to completion of its acquisition of
Azinam Group Limited, become designated Operator and hold a 50% working
interest in Block 2B, and a 20% Working Interest of Blocks 3B/4B, totalling
some 20,643 km(2).

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