TIDMECO

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 tradin g 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             +44(0)781 729 5070 | +1 (416) 
  IR                                               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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END

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March 28, 2022 02:00 ET (06:00 GMT)

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