Yahoo Finance Eco (Atlantic) Oil and Gas Ltd. Announces Launch of Equity Fundraise of up to US$25 million
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED FROM TIME TO TIME) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Launch of Equity Fundraise of up to US$25 million through an accelerated bookbuild process
TORONTO, ON / ACCESSWIRE / April 5, 2022 / Eco (Atlantic) Oil & Gas Ltd. (AIM:ECO, TSX-V:EOG) is pleased to announce its intention to raise aggregate gross proceeds of up to approximately US$25million through the issue of new Common Shares in the capital of the Company consisting of:
a placing in the United Kingdom, Norway and certain other jurisdictions outside Canada, and a brokered private placement in Canada up to approximately US$21 million before expenses through the issue of new Common Shares to new and existing institutional investors (the "Placing Shares") at a price of £0.30 per Placing Share (or CAN$0.50 (the "Issue Price") (the "Placing")); and
a proposed subscription by way of a private placement for new Common Shares (the "Subscription Shares") at the Issue Price by Africa Oil Corp to raise up to US$4 million (the "Subscription").
If all of the Placing Shares, Subscription Shares and Retail Offer Shares (as hereinafter defined) are issued, they will represent approximately 28 per cent. of the existing issued share capital of the Company (on a non-diluted basis) and 22 per cent. of the Company's issued share capital as enlarged by the Equity Fundraise (as defined below) (on a non-diluted basis).
In addition (and separately) to the Placing and the Subscription, non-Canadian retail investors will be given an opportunity to subscribe for new Common Shares (the "RetailOffer Shares") at the Issue Price (the "Retail Offer") on the PrimaryBid platform. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. The Retail Offer will close on completion of the Bookbuild process in connection with the Placing. The capital raised via the Placing and Subscription and by the Retail Offer comprises the "Equity Fundraise".
It is intended that the Equity Fundraise will result in the Company raising total gross proceeds of up to approximately US$25 million (approximately GBP19.05 million, CAN$31.10 million ). The net proceeds of the Equity Fundraise are intended to be used primarily to fund Eco's share of the drilling of the Gazania-1 well on Block 2B offshore South Africa, estimated to be approximately US$23 million, to cover G&G expenses across the Group's portfolio and license fees in Namibia and on Block 3B/4B in South Africa as well as for general working capital purposes. It is expected that drilling of the Gazania 1 well will commence in September 2022 ahead of a relevant deadline under the licence for the Azinam Blocks. Should the drilling campaign result in a producible commercial discovery, the South African government and a HDSA (Historically Disadvantaged South Africans) investment entity would be entitled to exercise certain customary rights to equity participation in the production.
Capitalised terms used in this announcement have the meanings set out within it or in the Appendix to it.
Details of the Placing
In connection with the Placing, Berenberg, SpareBank 1 Markets and Echelon are acting as Joint Bookrunners.
The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following the release of this Announcement.
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix (which forms part of this Announcement).
The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement. The number of Placing Shares will be determined at the end of the Bookbuild.
The timing of the closing of the book and allocations are to be determined by the Company in consultation with the Joint Bookrunners. The number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Common Shares issued in connection with the Equity Fundraise (the "Equity Fundraise Shares") will, when issued, rank pari passu in all respects with the existing Common Shares, including, without limitation, the right to receive dividends and other distributions declared, made or paid after the date of issue.
General Information
Application will be made to the London Stock Exchange for admission of the Equity Fundraise Shares to trading on AIM. Application will be made to the TSX-V for the Equity Fundraise Shares to be admitted to trading on the TSX-V, with listing subject to the approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V. It is expected that AIM Admission will take place on or before 8.00 a.m. (London time) on 11 April 2022 and that dealings in the Equity Fundraise Shares on AIM will commence at the same time.
The Equity Fundraise is conditional upon, inter alia, AIM Admission becoming effective and upon the Placing Agreement not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.
ThePlacing Shares will be freely transferable outside of Canada, however these shares are subject to a restrictive hold period of four months and one day in Canada (beginning on the date of issuance) which will prevent thePlacing Shares from being resold in Canada, through a Canadian exchange or otherwise in Canada or to a Canadian, during the restrictive period without an exemption from the Canadian prospectus requirement.
This Announcement (including its Appendix) should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section and the detailed terms and conditions described in the Appendix. Capitalised terms used in this Announcement shall have the meaning given to them in the Appendix.
Details of the Subscription
Africa Oil Corp, a substantial shareholder in the Company, intends to enter into a subscription agreement to subscribe for such number of Subscription Shares at the Issue Price as equates to an aggregate subscription amount of US$4 million, subject to Africa Oil Corp's resulting interest in Eco's share capital as enlarged by the Equity Fundraise remaining below 20% (with the number of Subscription Shares being reduced accordingly, if required, to ensure that this is the case).
As insiders of the Company are expected to participate in the Subscription, it is deemed by TSX-V regulations to be a "Related Party Transaction" pursuant to Canadian Securities Administrators Multilateral Instrument 61-101 "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"), which applies to TSX-V companies. The Subscription is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company's market capitalisation. The Company did not file a material change report at least 21 days prior to the closing of the Subscription as participation of the insiders had not been confirmed at that time and the Company wished to close on an expedited basis for business reasons.
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 | +44(0)781 729 5070 | +1 (416) 318 8272 |
Strand Hanson Limited (Financial & Nominated Adviser) | +44 (0) 20 7409 3494 |
James Harris | |
Berenberg (Broker and Joint Bookrunner) | +44 (0) 20 3207 7800 |
Emily Morris | |
Echelon (Joint Bookrunner) | +1 (0) 416-572-5523 |
Ryan Mooney | |
SpareBank 1 Markets (Joint Bookrunner) | +47 (0) 24 14 74 70 |
Jarand Lønne | |
Celicourt (PR) | +44 (0) 20 8434 2754 |
Mark Antelme |
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person responsible for arranging for the release of this Announcement on behalf of the Company is Gil Holzman, Co-Founder and CEO of Eco Atlantic.
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SOURCE: Eco (Atlantic) Oil and Gas Ltd.
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https://www.accesswire.com/696167/Eco-Atlantic-Oil-and-Gas-Ltd-Announces-Launch-of-Equity-Fundraise-of-up-to-US25-million
