TIDMECO
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 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
Gil Holzman, CEO 8434 2754
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
S trand Hanson Limited, Nominated and
Financial Adviser
James Harris
James Bellman +44 (0) 20 7409 3494
Celicourt (PR)
Mark Antelme
Jimmy Lea +44 (0) 20 8434 2754
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 GBP250 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 . 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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END
IOEUVUNRURUSRAR
(END) Dow Jones Newswires
April 05, 2022 12:24 ET (16:24 GMT)
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