JHI Acquisition - Final Court Order Obtained
Eco (Atlantic) Oil and Gas Ltd. has announced a significant update regarding its acquisition of JHI Associates Inc., confirming that JHI has obtained the final court order approving the arrangement, with 100% of JHI shareholders voting in favour. The remaining conditions for closing include receipt of a five-year licence extension for the PL001 licence from the Falkland Islands Government, a minimum cash balance of US$1.0 million for JHI, and necessary TSX-V and AIM approvals. Upon completion, Eco expects to issue up to 96,307,811 new common shares to JHI shareholders, with approximately 41.5 million shares subject to an 18-month lock-up period. This transaction will result in Eco holding 100% of JHI shares and a 35% interest in the PL001 licence offshore the Falkland Islands.
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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 provide an update, further to the Company's announcements on March 11, 2026 and April 29, 2026, regarding its proposed acquisition of JHI Associates Inc. ("JHI") by way of a court-approved plan of arrangement (the "Arrangement").
Eco confirms that, following approval by JHI shareholders, JHI has successfully obtained on May 15, 2026 the final order approval (the "Final Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court"), approving the Arrangement as proposed. At JHI's annual and special meeting of shareholders held on May 12, 2026, 100% of the votes cast were in favour of the plan of Arrangement with Eco, further demonstrating an overwhelming alignment on the transaction.
The only remaining conditions for final completion of the Arrangement ("Closing") includes receipt of Falkland Islands Government ("FIG") of five-year licence extension of the PL001 licence and Navitas Petroleum LP's (via its subsidiary) operatorship; JHI to have a cash balance of US$1.0 million on completion of the Acquisition; and, required TSX-V and AIM approvals.
On Closing, Eco expects to issue up to, in aggregate, 96,307,811 new Common Shares, to JHI shareholders who are entitled to convert them into Eco shares upon presenting their original JHI share certificate. Each JHI shareholder, in terms of a letter of transmittal containing instructions for surrendering JHI share certificates or DRS statements, may exchange such shares for Eco Common Shares to which they are entitled pursuant to the Arrangement. Unclaimed Common Shares will be held in trust for up to six (6) years after which every unclaimed share will be cancelled and deducted from the share register. Approximately 41.5 million (45%) of the Common Shares to be issued to JHI shareholders will be subject to lock-up arrangements spanning 18 months following completion. The remaining freely tradeable Common Shares will be held by more than 1,000 different shareholders. Details for JHI Shareholders on the exact mechanism to exchange their original shares certificate can be found on JHI's website: www.jhiassociates.com.
Following the obtaining of shareholder and court approval the final steps are now administrative, and Eco expects the transaction to close as soon as the requisite government approvals are received, subject to the satisfaction of customary closing conditions under the Arrangement agreement.
On completion of the transaction, Eco will hold 100% of the outstanding JHI shares and, in turn, a 35% participating interest in PL001 offshore of the Falkland Islands operated by Navitas Petroleum LP (via its subsidiary holding the remaining 65% interest) and a potential extension of JHI's 17.5% WI in the Canje Block offshore Guyana subject to ongoing government negotiations and approval.
Gil Holzman, President and Chief Executive Officer of Eco Atlantic, commented:
"Completion of the JHI acquisition is in its final stages and we are delighted with the positive outcome in the important milestones, being the overwhelming 100% shareholders vote and approval of the Final Order. The governmental approvals are expected imminently, and our teams are working hard to close as soon as practically possible once we receive these approvals. We are working closely with Navitas on the planned exploration of the PL001 license offshore the Falkland Islands to ensure a seamless technical handover from the JHI team to Eco and for Navitas to operate the block. Additionally, JHI and Eco remain engaged with the Government of Guyana with respect to a potential extension or reissuance of JHI's Canje block offshore, in parallel to Eco's ongoing discussions with the Ministry on the terms of the Orinduik Block offshore."
Advisors
PillarFour Capital Inc. is acting as Eco's financial advisor on the transaction. Strand Hanson is acting as Nominated Advisor, and Torys LLP and Chun Law are acting as legal advisors to the company. Fogler Rubinoff and Dorsey & Whitney are acting as legal advisor to JHI.
For more information, please visit www.ecooilandgas.com or contact the following.
| Eco Atlantic Oil and Gas | c/o Celicourt +44 (0) 20 7770 6424 |
| Strand Hanson (Financial & Nominated Adviser) | +44 (0) 20 7409 3494 |
| James Harris, James Bellman, Edward Foulkes | |
| Canaccord Genuity (Joint Broker) | +44 (0) 20 7523 8000 |
| Henry Fitzgerald-O'Connor, Charlie Hammond, Rory Blundell | |
| Berenberg (Joint Broker) | +44 (0) 20 3207 7800 |
| Matthew Armitt | |
| Celicourt (PR) | +44 (0) 20 7770 6424 |
Mark Antelme, Charles Denley-Myerson
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.