Eco (Atlantic) Oil and Gas Ltd. announces retail offering from PrimaryBid

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 ON MARKET ABUSE.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE, ANY SECURITIES OF ECO (ATLANTIC) OIL & GAS LTD.

NOT FOR BROADCAST, PUBLISH OR DISTRIBUTE, IN WHOLE OR ANY PART, DIRECTLY OR INDIRECTLY, INTO OR TO OR FROM, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS ILLEGAL TO DISTRIBUTE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONSTITUTES A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORIZED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

TORONTO, ON / ACCESSWIRE / April 5, 2022 / Eco (Atlantic) Oil & Gas Ltd. ECOEOGthe Atlantic margin-focused oil and gas exploration company, listed on the TSX-V and AIM, with offshore license interests in Guyana, Namibia and South Africa, is pleased to announce an offer conditional subscription via PrimaryBid (the “Retail offer“) new ordinary shares of nil nominal value each of the Company (“Retail Offer Actions“) at an issue price of 30 cents per share offered at retail (the “Issue price“).

As announced earlier today, the Company is also making an offering of new common shares at the issue price through an accelerated bookbuilding process (the “Placement“) to raise up to approximately US$21 million. In addition, the Company announced that Africa Oil Corp intends to subscribe for up to US$4 million of new common stock at the issue price per subscription channel (the “Subscription“, as well as the Placement and the Retail Offer, the “Equity Fundraising“).

The equity fundraising is conditional on the new ordinary shares to be issued in connection with the equity fundraising being admitted to trading on AIM (“AdmissionAdmission is expected to occur at 8:00 a.m. on April 11, 2022. The Retail Offering will not be completed unless the Placement and Subscription are also completed.

The Company will use the net proceeds from the equity fundraising primarily to fund Eco’s share of the drilling of the Gazania-1 well on Block 2B offshore South Africa, valued at approximately US$23 million , to cover the geological and geophysical expenses of the Group’s portfolio. and license fees in Namibia and Block 3B/4B in South Africa as well as for general working capital purposes.

Retail offer

The Company values ​​its retail investor base and is therefore pleased to offer retail investors and others the opportunity to participate in the retail offering by applying exclusively through the PrimaryBid mobile application available on the App Store. Apple and Google Play. PrimaryBid does not charge investors any commission for this service.

The retail offering, via the PrimaryBid mobile app, will be open to individual and institutional investors following the publication of this announcement. The retail offer will be closed upon completion of the book creation process. The Retail Offering may close early if oversubscribed.

The Company reserves the right to reduce any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offering without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offering made through PrimaryBid. It is essential to note that once an application for new ordinary shares has been made and accepted through PrimaryBid, an application cannot be withdrawn.

For more information on PrimaryBid or the application process under the retail offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected]

The new ordinary shares will be issued free of all liens, encumbrances and encumbrances and, when issued and fully paid, will rank past bet in all respects with the existing Ordinary Shares of the Company.

Unless otherwise specified herein, capitalized terms used in this announcement shall have the same meaning as defined in the equity fundraising announcement made by the Company on April 5, 2022.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

General informations

Application will be made to the London Stock Exchange for the admission of Equity Fundraise Shares to trading on AIM. Application will be made to the TSX-V for the Equity Funding Shares to be admitted to trading on the TSX-V, subject to TSX-V approval and the Company’s compliance with all the requirements of the TSX-V. Admission to AIM is expected to take place no later than 8:00 a.m. (London time) on 11 April 2022 and trading in Fundraising Shares on AIM will commence at the same time.

The Retail Shares will be subject to legal restrictions on resale (holding) from trading on the TSX for a period of four months and one day under applicable Canadian securities laws and any resale of the Retail Shares must be made in accordance with these resale restrictions. or on the basis of an exemption available in this respect. The Shares offered at retail are not subject to legal resale (custody) restrictions with respect to their trading on AIM. Each retail investor subscribing to the Retail Offering is solely responsible (and the Company is in no way liable) for compliance with applicable securities laws when reselling any Shares in the Retail Offering.

Eco-Atlantic Oil and Gas

Gil Holzman, CEO

Colin Kinley, COO

Alice Carroll, Marketing and IR Manager

c/o Celicourt +44 (0) 20 8434 2754

+44(0)781 729 5070 | +1 (416) 318 8272

Limited main auction

Charles Spencer

James Deal

[email protected]

Strand Hanson Limited, appointee and financial adviser

James Harris

James Bellman

+44 (0) 20 7409 3494

Celicourt (PR)

Marc Antelme

Jimmy Lea

+44 (0) 20 8434 2754

Details of the commercial offer

The Company places great importance on its retail investor base which has supported the Company alongside institutional investors for several years. Given the long-standing support of retail shareholders, the Company believes it is appropriate to offer retail investors and other interested investors the opportunity to participate in the Retail Offering. The Company therefore makes the Retail Offer available exclusively via the PrimaryBid mobile application.

The Retail Offering is offered pursuant to the exemptions from the prospectus requirement permitted by the Prospectus Rules. As such, there is no need to publish a prospectus in accordance with the Prospectus Rules, or to have it approved by the Financial Conduct Authority in its capacity as the UK Listing Authority. The retail offer is not made in the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be illegal to do so.

There is a minimum subscription of £250 per investor under the terms of the Offering which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For more details, please visit the PrimaryBid website at www.PrimaryBid.com. The terms and conditions under which the retail offering is made, including the procedure for subscription and payment for new ordinary shares, are available to all persons who register with PrimaryBid.

Investors should make their own inquiries into the merits of an investment in the Company. Nothing in this announcement constitutes a recommendation to invest in the Company or investment, tax or legal advice.

It should be noted that a subscription for new ordinary shares and an investment in the Company involve a number of risks. Investors should take into account the risk factors indicated on www.PrimaryBid.com before making the decision to subscribe for new ordinary shares. If in doubt, investors should seek the advice of someone experienced in the area of ​​investment advice in securities such as new common stock.

This information is provided by RNS, the information service of the London Stock Exchange. RNS is authorized by the Financial Conduct Authority to act as a primary information provider in the UK. Terms and conditions relating to the use and distribution of this information may apply. For more information, please contact [email protected] or visit www.rns.com.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (THIS “ANNOUNCEMENT”) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO PURCHASE, SUBSCRIBE OR ACQUISITION OTHERWISE TITLES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA, CANADA, THE REPUBLIC OF AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION MAY BE ILLEGAL OR TO ANY PERSON TO WHOM IT IS ILLEGAL TO MAKE SUCH AN OFFER OR SOLICITATION NO PUBLIC OFFERING OF ORDINARY SHARES IS BEING MADE IN SUCH JURISDICTION ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such dissemination, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Law“), or under the securities laws of, or from any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered or sold in the United States (including its territories and possessions, any state of the United States and the District of Columbia), except pursuant to an applicable exemption from the registration requirements of United States securities law and in accordance with the applicable securities laws of any state or other territory of the US No public offering of common stock is being made in the United States.

TO FINISH

This information is provided by RNS, the information service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a primary information provider in the UK. Terms and conditions relating to the use and distribution of this information may apply. For more information, please contact [email protected] or visit www.rns.com.

THE SOURCE: Eco (Atlantic) Oil and Gas Ltd.

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