Eco (Atlantic) Oil and Gas Ltd. Announces Acquisition of JHI & Navitas Partnership

Executive Summary

• Eco (Atlantic) Oil & Gas Ltd. has signed a binding agreement to acquire 100% of JHI Associates, Inc., gaining a 35% working interest in the PL001 licence in the North Falkland Basin and a 17.5% interest in the Canje Block offshore Guyana.
• The transaction is structured as a share exchange with an exchange ratio of 0.7054 Eco Common Shares for each JHI share, valuing the acquisition at approximately US$52.3 million (based on TSX-V VWAP) or £46.7 million (based on AIM closing price).
• The acquisition strategically aligns Eco with Navitas Petroleum, the operator of the adjacent Sea Lion Field (first oil expected 2028), and provides exposure to high-potential exploration acreage in the North Falkland Basin and Guyana.

Key Details

• Transaction Structure: Eco will issue up to 96,307,811 new Common Shares to JHI shareholders, warrant holders, and option holders. Upon closing, JHI securityholders will hold approximately 21.8% of Eco’s issued share capital.
• Valuation:
  • US$52.3 million (£39.0 million) based on the 30-day VWAP on TSX-V (CAD$0.7362) ending March 9, 2026.
  • £46.7 million (US$62.6 million) based on the AIM mid-market closing price (£0.485) on March 10, 2026.
• Assets Acquired:
  • PL001 Licence (Falkland Islands): 35% working interest. Located in the North Falkland Basin, adjacent to the Navitas-operated Sea Lion Field. Covers 1,126 km2.
  • Canje Block (Guyana): 17.5% participating interest. Operated by ExxonMobil with partners TotalEnergies and Mid Atlantic O&G. Note: The licence lapsed on March 4, 2026, but is subject to ongoing extension discussions.
• Navitas Partnership & Carry: Navitas holds the remaining 65% interest in PL001 (subject to FIG approval). Navitas provided a fully funded carry loan of up to US$14 million net to JHI for exploration/appraisal wells. Eco assumes this benefit. The loan is repayable from 85% of JHI’s free cash flow from production if established.
• Licence Extension: The transaction is conditional on the Falkland Island Government (FIG) granting a five-year extension to the PL001 licence (currently expiring Dec 31, 2026).
• Cash Balance: JHI will have a minimum cash balance of US$1.0 million on closing, which Eco will acquire.
• Lock-Up Arrangements: Approximately 45% of the Common Shares issued to JHI shareholders are subject to lock-ups:
  • 10% released on closing.
  • 10% released 3 months post-closing.
  • 10% released 6 months post-closing.
  • 20% released 12 months post-closing.
  • Remaining 50% released on the earlier of September 30, 2027, or the spudding of the first offshore well in the Falklands by Eco.
• Financials of JHI: Gross asset value of US$15.3 million as of Dec 31, 2025; unaudited loss of US$2.8 million for the year ended Dec 31, 2025.
• Resource Estimates: PL001 CPR estimated an aggregate 3.1 billion barrels of prospective (best estimate) recoverable resources (unrisked).
• Closing Conditions: Requires TSX-V approval, approval by two-thirds of JHI shareholders at a special meeting, and the FIG licence extension. Expected to close in Q3 2026.
• Management Changes: Mr. Daniel Guy (current JHI director) will be designated to the Eco Board upon closing. Mr. Frederick Cedoz will join Eco as Vice President, Americas.
• Advisors: PillarFour Capital Inc. acted as financial advisor, entitled to US$150,000 cash and 725,000 Common Shares upon closing.

Notable Quotes

• Gil Holzman, President and CEO: "This Transaction represents a further transformational milestone in Eco's strategic evolution... By securing a significant working interest adjacent to the Sea Lion Field, and further aligning ourselves with Navitas... Eco is advancing beyond pure exploration exposure and positioning itself within a basin entering a new phase of development-led growth."