TSXV Approval for Final Closing of the Azinam Acquisition

Source: www.gulfoilandgas.com 5/11/2022, Location: Africa

Eco (Atlantic) Oil & Gas Ltd., 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 trading 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.


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