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

Eco (Atlantic) Oil & GasAnnouncement

11/05/2022 15:45

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RNS Number : 1574L  Eco (Atlantic) Oil and Gas Ltd.  11 May 2022

11 May 2022

 

ECO (ATLANTIC) OIL & GAS LTD.

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

 

TSXV Approval for final Closing of the Azinam Acquisition

 

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 announced, further to its announcement of 28 March 2022 regarding the
acquisition by of Azinam Group Limited ("Azinam"), that it has now received
clearance from the TSX Venture Exchange in respect of the Personal Information
Forms of the directors of Azinam Group Holdings Limited ("Azinam Group
Holdings"), the vendor of Azinam. Accordingly, the Company will now issue the
remaining 17,874,174 common shares in the capital of Eco ("Common Shares") to
Azinam Group Holdings (the "Second Tranche").

Further to the Company's announcement of 8 February 2022, in addition to the
Second Tranche, Azinam Group Holdings have now also been issued 40,000,000
warrants over Common Shares, exercisable only in the case of a producible
commercial discovery on Block 2B or Block 3B/4B, as follows: 20,000,000
warrants exercisable at a price of CAD$1.00 per Common Shares for a period of
two years , and 20,000,000 warrants exercisable at a price of CAD$1.50 per
Common Share for a period of three years (such exercise periods to be extended
in the event a well is not drilled on Block 2B or Block 3B/4B until such time
as a well is drilled on either block and a producible commercial discovery
declared).

Following the issuance of the Second Tranche, Azinam Group Holdings will hold
40,170,474 Common Shares representing approximately 13.05 per cent of the
Company's issued share capital as enlarged by the Second Tranche. The Vendor
has entered into a lock-in agreement to restrict the sale of the consideration
shares (being the first tranche, announced on 28 March 2022, and the Second
Tranche) until the earlier of: the spudding of a well on Block 2B; or, 6
months following closing of the acquisition, being 28 March 2022 (the "Closing
Date"), in respect of a third of the consideration shares, with two equal
further tranches being released from the lock-in 12 and 18 months following
the Closing Date.

It is noted that 8,034,094 of the Second Tranche shares issued to Azinam and
4,000,000 warrants (having an exercise price of CDN1.00 and an expiry date of
10 May 2024) have been placed in escrow in accordance with the Azinam share
purchase agreement, with such securities to be released to the vendors on 31
July 2023 subject to there being no excess debt above US$1.5m within Azinam as
confirmed by a final balance sheet as at the Closing Date (to be prepared by
Eco within 75 days of the Closing Date) ("Excess Debt"). In the event that
there is determined to be Excess Debt, such number of escrowed securities as
is equal to the Excess Debt amount divided by US$0.44 will be returned to
Eco's treasury account.

Admission of the Common Shares

Application has been made for admission of the Second 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 16 May 2022.

The Second Tranche Common Shares are subject to a restrictive hold period of
four months and one day in Canada, expiring on September 10, 2022 (the "Hold
Period"), which will prevent them from being resold in Canada, through a
Canadian exchange (including the TSX Venture Exchange), or otherwise in Canada
or to a Canadian during the Hold Period without an exemption from the Canadian
prospectus requirement.

Following Admission of the Second Tranche, the enlarged issued share capital
of the Company will be 307,749,605 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.

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.

 

 

**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

 

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-Venture Exchange 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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