TIDMECO
RNS Number : 2077Q
Eco (Atlantic) Oil and Gas Ltd.
27 June 2022
27 June 2022
ECO (ATLANTIC) OIL & GAS LTD.
("Eco," "Eco Atlantic," "Company," or together with its
subsidiaries, the "Group")
Eco Acquires Additional Interest in Block 3B/4B, South
Africa
Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX -- V: EOG), the
oil and gas exploration company focused on the offshore Atlantic
Margins, has signed a farmout agreement (the "Agreement ") pursuant
to which its wholly owned subsidiary , Azinam Limited ("Azinam "),
will acquire an additional 6.25% Participating Interest in Block
3B/4B, offshore South Africa from the Lunn Family Trust (the
"Vendor"), one of the shareholders of Ricocure (Proprietary)
Limited ("Ricocure"), subject to the satisfaction of customary
conditions precedent including, but not limited to, the receipt of
requisite regulatory approvals from the government of South Africa
and the TSX Venture Exchange (the "TSXV ") (the " Acquisition
").
Further information on the Agreement, including the
consideration payable by Eco in relation to the Acquisition, is
included below.
On Completion of the Acquisition, Eco Atlantic will, through
Azinam, hold a 26.25% Participating Interest in Block 3B/4B, with
strategic alliance partners, Africa Oil Corp., the Operator of the
block, holding a 20% Participating Interest, and Ricocure, which
holds the remaining 53.75% Participating Interest .
Block 3B/4B, is located between 120-250kms offshore South Africa
in the Orange Basin directly south of the prolific multibillion
barrels discoveries offshore Namibia announced earlier this year by
Shell (Graff-1) and TotalEnergies (Venus-1). The 3B/4B Block covers
an area of 17,581km(2) and lies in water depths ranging from
300-2500m. The block p artners are currently reprocessing a large
3D seismic survey that will be used to high-grade leads towards
identifying drilling targets and preparing for a potential drilling
campaign next year.
Further announcement(s) will be issued following receipt of
government and/or regulatory approvals in respect of the
Acquisition.
Gil Holzman, Co-Founder and CEO of Eco Atlantic, commented:
"We are extremely pleased to be increasing our interest in Block
3B/4B, which looks to be a very exciting licence for all the
partners involved. We are upbeat about the prospectivity of the
licence following the significant oil discoveries made earlier in
the year offshore Namibia Orange Basin and we are pleased to be
strengthening our working relationship with Ricocure and Africa Oil
Corp. We are seeing growing industry interest in the entire Orange
Basin and in particular in Block 3B/4B, and are therefore very
happy to have managed to increase our WI on the Block. We are
working closely with our partners to progress the technical work
required, which includes reprocessing the 3D seismic we have for
the Block, in order to evaluate and identify drilling prospects and
high grade leads for a drilling campaign we are contemplating for
next year. We are set for an exciting couple of months and we look
forward to keeping our stakeholders updated as we look to spud the
Gazania-1 well on Block 2B, offshore South Africa, in early
September 2022."
Further information on the Acquisition
Parties
The Agreement has been entered into between Ricocure, the
trustees for the time being of the Vendor, Azinam and Eco. The
Vendor holds 10.417% of the issued share capital in Ricocure.
The Company, through its wholly owned subsidiary, Eco (Barbados)
Oil & Gas Holdings Limited, holds 100% of the shareholding in
Azinam Group Limited which holds 100% of the shareholding in
Azinam.
Consideration
The aggregate dollar equivalent consideration payable by the
Company to the Vendor under the Agreement is US$10m, comprising the
following:
Signing Consideration
The Company shall (i) issue to the Vendor 2,702,702 new common
shares of no par value in the Company (" Common Shares "), at a
deemed price of 30p (CAD$0.48) per Common Share (the "Issue Price")
having an aggregate value of US$1 million on the date of the
Agreement; and (ii) pay a cash amount of US$1 million in cash to
the Vendor within 6 business days of the date of the Agreement (the
"Signing Consideration").
Subject to certain exceptions, an amount equal to the Signing
Consideration plus interest is repayable by the Vendor to the
Company in the event that the Agreement is terminated prior to
Completion.
The Vendor shall be entitled to sell in one block or transfer
all or any portion of the Common Shares issued as part of the
Signing Consideration immediately on or following the date of the
Agreement provided that such transfer is in compliance with UK and
Canadian securities laws. In the event that, on the date of such a
sale, the average market price of the Common Shares as quoted on
the AIM market of the London Stock Exchange plc ("AIM") is less
than 30p per Common Share, then the shortfall shall be paid by the
Company to the Vendor in cash on completion of the Agreement
subject to a maximum cap of GBP0.04 per Common Share.
Completion Consideration
On the date of completion of the Acquisition ("Completion"),
following the satisfaction of the conditions precedent, the Company
is required to:
-- pay a cash amount of US$1.00 to Ricocure;
-- pay a cash amount of US$500,000 to the Vendor;
-- issue to the Vendor, new Common Shares at the Issue Price
having an aggregate value of US$500,000 (or, at the Company's sole
discretion, pay an additional amount of US$500,000 to the Vendor
such that the cash consideration is US$1 million) ;
-- issue to the Vendor, new Common Shares at the Issue Price of
30p (CAD$0.48) having an aggregate value of US$3 million. These
Common Shares (the "Restricted Shares") will be subject to lock up
restrictions (as further detailed below);
-- issue to the Vendor, new Common Shares at the Issue Price of
30p (CAD$0.48) having an aggregate value of US$2 million; and
-- issue to the Vendor, new Common Shares equal to US$2 million
divided by the greater of (i) the value of the 30 day VWAP per
Common Share prior to the date of the press release announcing the
issue of such Common Shares; and (ii) the lowest issuance price
then allowed by the rules of the TSXV and AIM (to the extent then
listed on such markets, otherwise the average (if listed on more
than one market) on such markets as the Common Shares are then
listed). This shall be subject to obtaining prior TSXV approval in
the event that such issue of Common Shares would cause the Vendor
to own more than 9.99% of the issued and outstanding Common Shares
(calculated at the time of issuance).
Save for the Restricted Shares, the Vendor shall be entitled to
sell or transfer all or any portion of any Common Shares issued to
it at Completion provided that such transfer is in compliance with
UK securities laws and Canadian securities laws.
Lock up arrangements
The Restricted Shares will be subject to a lock up agreement
restricting the sale or transfer of all or any portion of the
Restricted Shares until the earlier of (i) signature of a farmout
agreement between Ricocure, and/or Eco and/or Azinam and a third
party; or (ii) six months after the date of the Agreement provided
that such transfer is in compliance with UK securities laws and
Canadian securities laws. There are exceptions in respect of
completed bona fide third party takeover offers or arrangements,
amalgamations or similar transactions involving the acquisition by
a third party of 50% or more of the outstanding Common Shares.
The longstop date under the agreement is 12 months from
signing.
Admission and Total Voting Rights
Application is being made to the London Stock Exchange plc for
admission of 2,702,702 new Common Shares, being issued pursuant to
the Signing Considieration, to trading on AIM, which is expected to
take place at 8.00 a.m. (BST) on or around 30 June 2022 and
dealings on AIM will commence at the same time ("Admission").
Following Admission, the issued share capital of the Company
will be 311,277,307 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
under the FCA's Disclosure Guidance and Transparency Rules.
**S**
For more information, please visit www.ecooilandgas.com or
contact the following :
Eco (Atlantic) Oil & Gas Ltd. c/o Celicourt +44 (0) 20
8434 2754
Gil Holzman, CEO
Colin Kinley, COO +44(0)781 729 5070 | +1 (416)
Alice Carroll, Head of C orporate Sustainability 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).
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 intensity oil and gas in
stable emerging markets close to infrastructure.
Offshore Guyana in the proven Guyana-Suriname Basin, the Company
holds a 15% Working Interest in the 1,800 km(2) Orinduik Block
Operated by Tullow Oil. In Namibia, the Company holds Operatorship
and an 85% Working Interest in four offshore Petroleum Licences:
PELs: 97, 98, 99, and 100, representing a combined area of 28,593
km(2) in the Walvis Basin.
Offshore South Africa, Eco is Operator and holds a 50% working
interest in Block 2B and a 20% Working Interest (to be increased to
a 26.25% Working Interest, subject to Completion of the
Acquisition) in Blocks 3B/4B operated by Africa Oil Corp.,
totalling some 20,643 km (2) .
Cautionary Notes:
This news release contains certain "forward-looking statements",
including, without limitation, statements containing the words
"will", "may", "expects", "intends", "anticipates" and other
similar expressions which constitute "forward-looking information"
within the meaning of applicable securities laws. Forward-looking
statements reflect the Company's current expectations, assumptions,
and beliefs, and are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those
anticipated. These forward-looking statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations.
Important factors that could cause actual results to differ
materially from expectations include, but are not limited to,
general economic and market factors, competition, the effect of the
global pandemic and consequent economic disruption, and the factors
detailed in the Company's ongoing filings with the securities
regulatory authorities, available at www.sedar.com . Although
forward-looking statements contained herein are based on what
management considers to be reasonable assumptions based on
currently available information, there can be no assurance that
actual events, performance or results will be consistent with these
forward-looking statements, and our assumptions may prove to be
incorrect. Readers are cautioned not to place undue reliance on
these forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements either as a result of new information, future events or
otherwise, except as required by applicable laws.
The TSX-V has neither approved nor disapproved the contents of
this news release. Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accept responsibility for the adequacy or accuracy of this
release.
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END
MSCBQLLLLQLBBBQ
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June 27, 2022 02:00 ET (06:00 GMT)
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