TIDMECO
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 tradin g 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 +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
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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END
MSCZFLFFLELXBBF
(END) Dow Jones Newswires
May 11, 2022 10:40 ET (14:40 GMT)
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