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TSXV Approval for Closing of Azinam Acquisition

28 Mar 2022 07:00

RNS Number : 1511G
Eco (Atlantic) Oil and Gas Ltd.
28 March 2022
 

28 March 2022

 

ECO (ATLANTIC) OIL & GAS LTD.

("Eco," "Eco Atlantic," "Company," or together with its subsidiaries, the "Group")

 

TSXV Approval for the Closing of the Azinam Acquisition

 

Further to the Company's announcement of 11 March 2022, 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 confirm that it and Azinam Holdings Limited ("Azinam Holdings") have now received final approval from the TSX Venture Exchange (the "Exchange") (the "Approval") for Eco's acquisition (through a wholly-owned subsidiary) of Azinam Group Limited ("Azinam") (the "Acquisition"), and accordingly Eco is now the sole owner of Azinam and will now issue 22,296,300 new Common Shares in Eco ("Common Shares") to Azinam Holdings representing 9.9% of the Enlarged Share Capital detailed below (the "First Tranche"), with the issuance of the remaining 17,874,174 Common Shares (the "Second Tranche"), subject only to Exchange clearance of the Personal Information Forms ("PIFs") of Azinam Holdings' Directors, which is expected to be received this week. A further announcement confirming the issue of the Second Tranche will be released once the Exchange confirmation has been received.

As disclosed in the Company's announcement of February 8, 2022, the Acquisition will result in the issuance to Azinam Holdings of, in aggregate, 40,170,474 Common Shares (the "New Issue"), providing Azinam Holdings with 16.5% of Eco's share capital as enlarged by such issue ("Enlarged Share Capital"), providing for a cashless acquisition to become the sole owner of Azinam's entire African portfolio. In addition, the Company expects to receive customary formal acknowledgment from the government of South Africa in respect of this change of control shortly.

At no time will Azinam Holdings be entitled to subscribe for and purchase such amount of Common Shares which, when aggregated with its already existing ownership of Common Shares, would result in Azinam Holdings being the registered or beneficial holder of more than 19.9% of the then issued and outstanding Common Shares, without the prior written consent of the Exchange and Eco and in accordance with the policies of the Exchange. Eco has agreed that, for as long as Azinam Holdings holds at least a 12.5% interest in Eco's share capital, Azinam Holdings shall be entitled to nominate one director for election to Eco's board of directors.

Admission of the Consideration Shares

Application has been made for admission of the First 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 31 March 2022.

Following Admission of the First Tranche, the enlarged issued share capital of the Company will be 224,989,935 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.

 

Gil Holzman Co-Founder and CEO of Eco Atlantic commented:

 

"We are happy to now officially own Azinam Group Ltd. and its subsidiaries. We now look forward to operating a number of highly prospective licences in three exploration hotspots: Guyana, Namibia and South Africa. We continue to make strong progress towards the upcoming drilling of the Gazania-1 well on Block 2B, offshore South Africa, and following the signing of the rig contract earlier in the month we anticipate drilling to commence in late Q3 2022. We look forward to receiving the final formal acknowledgement from the South African government for the change of control entities and to making further updates on our strategic acreage in due course."

 

**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 IR

 

 

+44(0)781 729 5070 | +1 (416) 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

Hannam & Partners (Research Advisor)

Neil Passmore

 

+44 (0) 20 7905 8500

 

 

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-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 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 km2 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 4,800km2 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 km2 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 km2.

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FURQDLFLLXLXBBX
Date   Source Headline
26th Mar 202410:30 amRNSHolding(s) in Company
11th Mar 20249:00 amRNSInvestor Presentation via Investor Meet Company
6th Mar 20247:00 amRNSBlock 3B/4B Farm In - TotalEnergies & QatarEnergy
1st Mar 20247:00 amRNSUnaudited Results and Corporate Update
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30th Nov 20237:00 amRNSResults for three & six months ended 30 Sept 2023
21st Nov 20233:00 pmRNSCompletion of Transaction
15th Nov 20237:00 amRNSGovernment Approval - Further Interest in Orinduik
26th Oct 202310:38 amRNSDirector Dealing
25th Oct 20233:24 pmRNSDirector Dealing
24th Oct 202312:06 pmRNSDirector Dealing
24th Oct 20239:00 amRNSNotice of AGM
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9th Oct 20237:00 amRNSBoard Changes
30th Aug 20237:00 amRNSResults for the three months ended 30 June 2023
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11th Jul 20237:00 amRNSSale of 6.25% WI in Block 3B/4B
13th Jun 20231:06 pmRNSHolding(s) in Company
21st Mar 20237:07 amRNSProposed Offshore Exploration in Block 3B/4B
9th Mar 20237:00 amRNSNew Competent Person's Resource Report
8th Mar 20236:00 pmRNSHolding(s) in Company
3rd Mar 20232:15 pmRNSHolding(s) in Company
1st Mar 202311:05 amRNSSecond Price Monitoring Extn
1st Mar 202311:00 amRNSPrice Monitoring Extension
27th Feb 20237:00 amRNSUnaudited Results and Corporate Update
22nd Feb 20236:00 pmRNSRestricted Share Unit Conversion
11th Jan 202310:00 amRNSWebsite Update and New ESG Policies
29th Dec 20223:40 pmRNSResult of AGM
28th Dec 20222:05 pmRNSSecond Price Monitoring Extn
28th Dec 20222:00 pmRNSPrice Monitoring Extension
20th Dec 202212:30 pmRNSIssue of Shares in relation to Block 3B/4B
19th Dec 20227:00 amRNSFinal Closing of Additional Interest - Block 3B/4B
29th Nov 20227:00 amRNSResults for the six months ended 30 September 2022
18th Nov 20229:05 amRNSSecond Price Monitoring Extn
18th Nov 20229:00 amRNSPrice Monitoring Extension
18th Nov 20227:00 amRNSUpdate on Gazania-1 well, offshore South Africa
9th Nov 20229:05 amRNSSecond Price Monitoring Extn
9th Nov 20229:00 amRNSPrice Monitoring Extension
3rd Nov 20222:06 pmRNSSecond Price Monitoring Extn
3rd Nov 20222:00 pmRNSPrice Monitoring Extension
14th Oct 20224:20 pmRNSInvestor Breakfast Briefing
4th Oct 20227:00 amRNSCommencement of Operations on the Gazania-1 well
21st Sep 202212:44 pmRNSDirector/PDMR Shareholding
9th Sep 20225:30 pmRNSPostponement of Investor Presentations
25th Aug 20227:00 amRNSUnaudited Results for 3 months ended 30 June 2022

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