Ministerial Approval - Namibia Licences Farm-down
Eco (Atlantic) Oil and Gas Ltd. has received final Ministerial approval from Namibia for the farm-down of a 60% participating interest in three offshore petroleum exploration licenses (PELs 97, 99, and 100) to BP Namibia Energy Ltd. This transaction, which is expected to complete shortly, will result in Eco Atlantic receiving US$2.7 million in cash and retaining a 25% interest, with BP carrying 100% of Eco's retained interest and the interests of NAMCOR and local partners during the current exploration phase. The approved work program includes seismic reprocessing and new 3D seismic acquisition, with Eco having an option to transfer an additional 10% interest to BP for a full carry on its remaining 15% interest if an exploration well is drilled in the second renewal period, capped at US$21 million per well.
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Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX ‐ V: EOG) (Toronto, Canada), the oil and gas exploration company focused on the offshore Atlantic Margins, is pleased to announce that on 1 October 2026, it received formal Ministerial approval from the Honourable Minister of Industries, Mines and Energy of Namibia (the “Ministry”) for the transfer and assignment, relating to the Company's previously announced farm down of a 60% Participating interest (“PI”), in all three of its Petroleum Exploration Licenses (“PEL”) offshore Namibia to BP Namibia Energy Ltd, a wholly owned subsidiary of BP Exploration Operating Company Limited (“BP”).
Further to the announcement on 13 April 2026 regarding the Farmout Agreement (“FOA”) (the “Agreement”), Eco, through its wholly owned subsidiaries: Azinam Group Limited, Eco Oil & Gas Namibia (Proprietary) Limited (“Eco Namibia”) and Eco Oil & Gas Services (Proprietary) Limited (“Eco Services”) have agreed to farm out an aggregate of 60% of its Participating Interest, transferring Operatorship to BP in respect of Block 2012A PEL97 (“Cooper License”), Blocks 2111B and 2211A PEL99 (“Guy License”) and Blocks 2211B and 2311A PEL100 (“Tamar License”) (the "Transaction"). The Ministerial approval represents the final governmental consent required under Section 11 of Namibia's Petroleum (Exploration and Production) Act for the transfer and assignment of a 60% Participating Interest in PELs 97, 99 & 100 from Eco to BP. Following receipt of this final Ministerial approval, the parties are now completing the remaining closing deliverables, and completion is expected shortly. A further announcement will be made on completion.
The Transaction enables the Joint Venture (“JV”) to embark on a comprehensive exploration work program, and the Company to substantially reduce its funding exposure while retaining material upside exposure to the licenses and introduces a major international operator to progress the Blocks’ exploration activities. Eco intends to use the cash proceeds of the Transaction to support the Company’s ongoing growth through exploration and appraisal activities across its Atlantic Margin portfolio and for general working capital purposes.
Transaction Highlights:
| • | A one-time cash consideration of US$2.7 million to be received by Eco on completion. |
| • | Eco will retain a 25% participating interest in PEL97, PEL99, and PEL100 (" Eco’s 25% Retained PI "). |
| • | BP to carry 100% of Eco’s 25% Retained PI as well as Eco's proportionate share of the NAMCOR (10%) and the Local Partners (5%) participating interests across PEL97, PEL99 and PEL100 during the current exploration phase. |
| • | The proposed exploration work program approved by the government, includes; completing seismic reprocessing on PEL97 and acquiring at least 3,000km 2 of new 3D Seismic data on PEL99 and PEL100. |
| • | If BP and partners elect to enter the Second Renewal Period of the license term in 2028 and commit to drilling an exploration well, Eco will have the option to either: |
| i. | exercise a Put Option to transfer an additional 10% PI to BP in exchange for a full carry on Eco's remaining 15% PI subject to a cap of US$21 million net to Eco for each well on each of the licenses (PEL97, PEL99, and PEL100); or |
| ii. | elect to retain its 25% PI of the costs associated with such drilling of a well during the Second Renewal Period. |
| • | The maximum aggregate Carry consideration payable by BP in respect of each Put Option (should all Put Options namely on PEL97, PEL99, and PEL100 be exercised) is US$63 million with a cap of US$21 million per Put Option. |
| • | Eco can elect to retain its 25% paying interest and/or to farm out to other potential partners (subject to such partners meeting technical and financial qualifications) |
| • | The Transaction constitutes an arm’s length transaction for purposes of TSXV policies. No finder’s fees are payable in connection with the Transaction. No insiders of the Company have any interest in the Transaction. |
Gil Holzman, President and Chief Executive Officer of Eco Atlantic, commented:
“Securing final regulatory approval for the farm down of our Namibian portfolio to BP is a significant milestone for Eco and brings us towards completing this landmark transaction.
“We are grateful to Her Excellency the President of the Republic of Namibia and the Namibian authorities, particularly the Ministry of Industries, Mines and Energy and the Upstream Petroleum Unit, for their efficient, professional and collaborative approach, which enabled the approval process to progress within the anticipated timeframe. We also thank BP, NAMCOR and our local partners for their continued cooperation and support throughout the process.
“With final regulatory approval now secured, we will complete the remaining closing formalities as swiftly as possible and look forward to moving full steam ahead with BP, NAMCOR and our local partners into the next phase of exploration across these highly prospective Walvis Basin licences.
“With our significant South Africa and Namibia transactions now successfully progressed, our focus turns to delivering the remaining key milestones across the portfolio, including finalising our PSA negotiations in Guyana and completing the JHI acquisition announced earlier this year.”
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, Rory Blundell, Charlie Hammond | |
| Berenberg (Joint Broker) | +44 (0) 20 3207 7800 |
| Matthew Armitt | |
| Celicourt (PR) | +44 (0) 20 7770 6424 |
Mark Antelme
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019. This news release contains material information within the meaning of applicable Canadian securities laws.
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