Eco (Atlantic) Oil forms partnership with Navitas

Executive Summary

• Eco (Atlantic) Oil & Gas Ltd. entered into a binding framework agreement with Navitas Petroleum LP to establish a strategic partnership involving exclusive options to farm into offshore assets in Guyana and South Africa.
• Navitas will pay an initial $2 million USD to secure these options, with further payments of $2.5 million USD and $4 million USD required upon exercise of the Orinduik and Block 1 CBK options, respectively.
• The partnership includes a long-term "future assets option" allowing Navitas to join new ventures on a 50/50 basis and an "additional assets option" to acquire at least 25% working interests in Eco's remaining portfolio (Namibia and South Africa) over a period of up to 10 years.

Key Details

• Initial Payment: Navitas pays Eco (Atlantic) $2 million USD upon signing the binding framework agreement on Dec. 3, 2025.
• Orinduik Block (Guyana) Option:
  • Navitas may exercise the option within 12 months by paying $2.5 million USD to Eco.
  • Upon exercise, Navitas acquires an 80% working interest and operatorship.
  • Navitas carries Eco’s remaining 20% working interest for exploration/appraisal work (including drilling an exploration well or appraising Jethro-1 and Joe-1 heavy oil discoveries).
  • The carry is capped at $11 million USD net to Eco (excluding mobilization costs).
• Block 1 CBK (South Africa) Option:
  • Navitas may exercise the option within 6 months by paying $4 million USD to Eco.
  • Upon exercise, Navitas acquires up to a 47.5% working interest and operatorship.
  • Navitas carries Eco’s share of the exploration work program.
  • The carry value is capped at $7.5 million USD net to Eco.
• Additional Assets Option:
  • Navitas has the option to acquire at least 25% of Eco’s working interests (excluding Guyana and Block 1 CBK assets) and assume operatorship where possible.
  • Target assets include PEL 97, PEL 99, and PEL 100 offshore Namibia, and interests in Azinam Ltd. (Block 3B/4B offshore South Africa).
  • This option is valid for at least 5 years, extendable to 10 years if the Orinduik and/or Block 1 CBK options are exercised.
• Future Assets Option:
  • Navitas may join Eco on a 50/50 basis for future new ventures and targeted acquisitions.
  • Navitas can directly acquire an interest equal to at least 50% of Eco’s acquired interest on the same terms.
• Block 1 CBK Partner Transaction:
  • Eco’s subsidiary, Azinam South Africa Ltd., signed an exclusive option agreement with OrangeBasin Energies to acquire a further 20% participating interest in Block 1 CBK.
  • OrangeBasin receives $500,000 USD on exercise and $4.3 million USD on completion (cash or shares at Eco’s discretion).
  • If settled in shares, a 6-month lock-up applies.
  • OrangeBasin’s remaining 5% interest will be carried by Eco and Navitas for the exploration period, including drilling up to two contingent exploration wells.
• Use of Proceeds: Option proceeds will support direct license work programs across Eco’s portfolio and help identify/assess new oil and gas exploration assets.

Notable Quotes

• Gil Holzman, President and CEO: "This strategic partnership with Navitas... is truly transformational for Eco (Atlantic). The proposed Guyana and South Africa farm-ins, together with our understanding that this is a long-term collaboration, significantly enhances our ability to accelerate growth across our portfolio."
• Gil Holzman, President and CEO: "Navitas's excellent leadership team, technical strength, operational expertise and financial capacity provide exactly the strategic support needed to unlock the full potential of our assets in South Africa and Guyana."