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

Eco (Atlantic) Oil & GasAnnouncement

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RNS Number : 5614C  Eco (Atlantic) Oil and Gas Ltd.  30 April 2026

30 April 2026

 

ECO (ATLANTIC) OIL & GAS LTD.

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

 

Eco Provides Update on Proposed Acquisition of JHI Associates Inc. - Interim
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 announcement on March 11, 2026,
regarding the proposed acquisition of JHI Associates, Inc. ("JHI") by way of a
court-approved plan of arrangement (the "Arrangement").

Eco confirms that JHI has successfully obtained an interim order (the "Interim
Order") from the Ontario Superior Court of Justice (Commercial List) (the
"Court"), which provides for, inter alia, the calling, holding, and conducting
of the annual and special shareholders' meeting and other procedural matters
in connection with the Arrangement. The receipt of the Interim Order is a key
milestone in the transaction process and allows JHI to proceed with seeking
final shareholders' approval.

JHI has set its annual and special meeting of shareholders for May 12, 2026,
at 10:00 a.m. (Toronto time). At the meeting, JHI shareholders will be asked
to, among other things, pass a special resolution approving the Arrangement
with Eco. Approval of the Arrangement requires at least two-thirds of the
votes cast by JHI shareholders present at the meeting, in person or by proxy.
Eco is informed that shareholders representing approximately 60% of JHI's
outstanding shares have already entered into voting support agreements in
favour of the Arrangement, demonstrating strong alignment on the transaction.

Following shareholder approval, JHI intends to seek a final order of the
Court, on May 15, 2026, to approve the Arrangement.

Once the shareholder approval is obtained at the meeting, the Transaction is
expected to close on or before the end of the third quarter of 2026, subject
to the satisfaction of customary closing conditions under the Arrangement
agreement, including applicable regulatory approvals by the Falkland Islands
Government and the TSX Venture Exchange.

Assuming completion of the Transaction, Eco will indirectly hold 100% of the
outstanding Shares in JHI and, in turn, a 35% participating interest in PL001
offshore the Falkland Islands operated by Navitas Petroleum LP (holding the
remaining 65% interest).

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

 

"The JHI acquisition is progressing well with this important milestone of the
interim court order. The next step, expected within two weeks, is to receive
JHI's final shareholders' approval, and as early voting support agreements
indicate there is overwhelming support for the plan of arrangement. Eco
expects a positive outcome from the JHI shareholder meeting allowing the
companies to progress to closing of the Arrangement and completion of the JHI
acquisition upon final approvals from the Falkland Islands Government. We then
look forward to working closely with Navitas Petroleum on the exploration of
the PL001 license offshore the Falkland Islands. Additionally, it is noted
that in the interim JHI remains engaged with the Government of Guyana with
respect to a potential extension of the Canje 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 proposed acquisition of JHI Associates
Inc. (the "Arrangement"), the timing of the JHI shareholder meeting and court
approvals, the anticipated closing of the Arrangement, and the expected
strategic and operational benefits 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
shareholder, court and regulatory approvals), the satisfaction of all
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; failure to obtain required
approvals; the inability to satisfy closing conditions; changes in market
conditions; 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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