Eco (Atlantic) Announces Subscription to Raise 6.1m CAD (US$4.9m)

Source: www.gulfoilandgas.com 6/28/2021, Location: Africa

Eco (Atlantic) Oil & Gas Ltd., an oil and gas exploration company with licences in the proven oil province of Guyana and the highly prospective basins of Namibia, is pleased to announce, further to its announcement earlier today, that it has completed, subject to TSX Venture Exchange approval, a private placement with strategic partner Africa Oil Corp. ("Africa Oil") and Charlestown Energy Partners LLC ("Charlestown Energy"), a Private Equity firm based in New York, USA, to raise approximately 6.1m CAD (the "Subscription").

Africa Oil has subscribed for 5,945,913 new common shares in Eco at a price of 0.41 CAD per new common share (the "Subscription Price") and will be granted the same number of warrants to acquire common shares at the Subscription Price with a two-year duration. Charlestown Energy has also subscribed for 9,000,000 new common shares at the Subscription Price and will be issued the same number of warrants on equivalent terms. The Subscription by Africa Oil and Charlestown Energy will result in Africa Oil increasing its interest in Eco to 19.99%, and Charlestown Energy increasing its interest to 4.51%, of the issued share capital of Eco as enlarged by the Subscription, in each case before any exercise of warrants.

The 14,945,913 new common shares (the "Subscription Shares") to be issued subject to TSX Venture Exchange approval (expected to be received in the coming days), receipt of funds pursuant to the Subscription and admission of the Subscription Shares to trading on the TSX and on AIM ("Admission"), will represent, in aggregate, approximately 7.5 per cent. of the Company's enlarged issued share capital. On receipt of TSX Venture Exchange approval, application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM.

Related Party Transaction
Africa Oil is a substantial shareholder in Eco, holding more than 10% of the Company's issued share capital, and is therefore a related party as defined by the AIM Rules for Companies. Accordingly, the subscription by Africa Oil (the "Africa Oil Subscription") is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The independent Directors for the purposes of the Africa Oil Subscription, being the Directors other than Keith Hill, a Director of Africa Oil, having consulted with the Company's nominated adviser, Strand Hanson Limited, consider that the terms of the Africa Oil Subscription are fair and reasonable insofar as Eco's shareholders are concerned.

The Africa Oil Subscription is also a "Related Party Transaction" (as such term is defined in Canada in the "Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions" (the "Instrument")) as it relates to the issuance of shares to Africa Oil Corp., an "Insider" of Eco by virtue of its shareholdings. The Company will comply with the Instrument but expects to rely on the exemptions available in Sections 5.5 and 5.7 of the Instrument as they relate to the Subscription.

Gil Holzman, Co-Founder and Chief Executive Officer of Eco Atlantic, commented:
"Our strategic partners at Africa Oil are further increasing their shareholding through the placement, and we welcome the investment from Charlestown Energy Partners which provides Eco with additional funds for the JHI transaction and enables the second well on Canje Block, Sapote-1, and preserves enough cash for the drilling in our Orinduik Block. Eco and Africa Oil are committed to jointly seek, analyse and fund exploration opportunities, and Eco greatly appreciates their technical contribution and capital support as we move forward."


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