Kolibri Global Energy Inc. press release

Eco (Atlantic) Oil and Gas Ltd. Announces Successful Placing and Subscription

2019-04-04

TSX - Toronto Stock Exchange · United States

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

TORONTO, ON / ACCESSWIRE / April 4, 2019 / Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V: EOG), is pleased to announce that it has conditionally raised, in aggregate, US$17 million (£12.9 million, CAD22.6 million) before expenses through an oversubscribed placing and subscription of, in aggregate, 16,159,695 new common shares (the "Common Shares") of no par value in the capital of the Company (together, the "Issue Shares") at a price of 80 pence per Common Share (the "Issue Price") (the "Fundraising").

Highlights:

• The Company has raised approximately gross US$17 million (£12.9 million, CAD22.6 million) by way of an oversubscribed placing and subscription

• Funds raised will be used to fund Eco's share of up to four potential new exploration or development wells, in addition to the committed Jethro and Joe wells scheduled to drill in 2019, as well as for general corporate purposes

• Continued support from Africa Oil Corp, a substantial shareholder in the Company

Gil Holzman, President and CEO ofEco, commented:

"Weare delighted with the level of support from new and existing institutionalshareholders for the Fundraising which was oversubscribed. We thank existingshareholders and welcome new shareholders to the Company. The level ofdemand is a reflection of the quality of Eco's acreage and the potentiallytransformational drilling programme ahead of us starting in 2 months. We arenow very strongly funded for a potential development drilling scenario andadditional exploration wells on the Orinduik block."

Formore information, please visit www.ecooilandgas.comorcontact the following:

| Eco Atlantic Oil and Gas | +1 (416) 250 1955 | | Gil Holzman, CEO

Colin Kinley, COO

Rory Murphy

Nicholas Rhodes

Davide Finelli

Matilda Mäkitalo | +44 (0) 20 7786 4382

+44 (0) 20 7786 4398

+44 (0) 20 7786 4375 | | Blytheweigh (PR) | +44 (0) 20 7138 3204 | | Tim Blythe

Julia Tilley

Jane Lenton | |

Further Information on theFundraising

The Fundraising comprises a placing of 11,406,845 new Common Shares (the "Placing Shares"), via Stifel Nicolaus Europe Limited and Joh. Berenberg, Gossler & Co. KG, (together, the "Joint Bookrunners") and a subscription by Africa Oil Corp ("AOC"), a substantial shareholder in the Company, which has invested US$5 million (£3.8 million, CAD6.6 million) to subscribe for 4,752,850 new Common Shares (the "Subscription Shares" and, together with the Placing Shares, the "Issue Shares") via Pareto Securities Limited, representing 29.4 per cent. of the total Fundraising amount. Accordingly, following completion of the Fundraising, AOC will be interested in 33,952,851 Common Shares, representing approximately 18.8 per cent. of the Company's enlarged issued share capital.

The Issue Price represents a discount of approximately 4.19 per cent. to the closing mid-market price of 83.5 pence on AIM on 3 April 2019 (being the latest practicable business day prior to the date of this announcement).

The Issue Shares will be freely transferable outside of Canada, however these shares are subject to a four-month and one day restricted hold period in Canada (beginning on 9 April 2019) which will prevent the Issue Shares from being resold in Canada, through a Canadian exchange or otherwise, during the restricted period without an exemption from the Canadian prospectus requirement.

Use of Proceeds

The net proceeds from the Fundraising will be used to fund Eco's share of up to four potential new wells, in addition to the committed Jethro and Joe wells scheduled to drill in 2019, as well as for general corporate purposes.

Application to trading on AIM

The Fundraising is conditional on approval by the TSX Venture Exchange and admission of the Issue Shares to trading on AIM ("Admission"). Following Admission, the Issue Shares will represent, in aggregate, approximately 8.95 per cent. of the Company's enlarged issued share capital. Application will be made to the London Stock Exchange for the Issue Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the Issue Shares will commence at 8.00 a.m. on 9 April 2019.

Following the issue of the Issue Shares, the Company's total issued share capital will consist of 180,565,225 Common Shares with voting rights. The Company does not hold any Common Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. The Issue Shares will be fully paid and will rank _pari passu_in all respects with the Company's existing Common Shares.

Related Party Transaction

As AOC is a substantial shareholder in the Company as defined under the AIM Rules and in light of the quantum of its subscription, its participation in the Fundraising is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being all directors of Eco other than Keith Hill, who is President and CEO of AOC, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider AOC's participation in the Fundraising to be fair and reasonable insofar as the Company's shareholders are concerned.

Notesto editors

Eco Atlantic is a TSX-V and AIM listed Oil & Gas exploration and production Company with interests in Guyana and Namibia where significant oil discoveries have been made.

The Group aims to deliver material value for its stakeholders through oil exploration, appraisal and development activities in stable emerging markets, in partnership with major oil companies, including Tullow, Total and Azinam.

In Guyana, Eco Guyana holds a 15 per cent. working interest alongside Total (25 per cent.) and Tullow Oil (60 per cent.) in the 1,800 km2Orinduik Block in the shallow water of the prospective Suriname-Guyana basin. The Orinduik Block is adjacent and updip to the deep-water Liza Field and Snoek, Payara, Pacora, Turbot, Longtail and Hammerhead discoveries, recently made by ExxonMobil and Hess Corporation. The more recent discovery by ExxonMobil and Hess Corporation, Pluma-1, increased the estimate of recoverable resources for the Stabroek Block to more than 5 billion barrels of oil equivalent, and the latest discoveries at Tilapia-1 and Haimara-1 are expected to further add to that estimate.

In Namibia, the Company holds interests in four offshore petroleum licences totalling approximately 22,500km with over 2.3 billion barrels of prospective P50 resources in the Walvis and Lüderitz Basins. These four licences, Cooper, Guy, Sharon and Tamar are being developed alongside partners Azinam and NAMCOR. Eco has been granted a drilling permit on its Cooper Block (Operator).

_Currencyconversion in this announcement is calculated_US$1/£0.76 /CAD1.33

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANY INVITATION, SOLICITATION, RECOMMENDATION, PROSPECTUS, OFFERING MEMORANDUM, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ECO (ATLANTIC) OIL & GAS LTD. OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ECO (ATLANTIC) OIL & GAS LTD. OR OTHER EVALUATION OF ANY SECURITIES IN ECO (ATLANTIC) OIL & GAS LTD. OR ANY OTHER ENTITY.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "RelevantMember State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("QualifiedInvestors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevantpersons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Eco Atlantic and Eco Atlantic's shares. Such information has not been independently verified by Strand Hanson Limited, Stifel or Berenberg or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, the Joint Bookrunners and any of their affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of Eco Atlantic or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners and any of their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Eco Atlantic or Eco Atlantic's shares.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") is acting for the Company only and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Joh. Berenberg, Gossler & Co. KG, which is authorised and regulated by the German Federal Financial Supervisory Authority and subject to limited regulation in the UK by the FCA, is acting for the Company only and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Strand Hanson Limited, which is authorised and regulated by the in the UK by the FCA, is acting for the Company only and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Noticeto Investors in Hong Kong

The Placing Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to ''professional investors'', as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in this Announcement being a ''prospectus'' as defined in the Companies (Winding Up and Miscellaneous Provision) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and no advertisement, invitation or document relating to the Placing Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been or will be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do so under the securities laws of Hong Kong), other than with respect to the Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to ''professional investors'' as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Informationto Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFIDII"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "TargetMarket Assessment").

Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing Shares.

Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.

APPENDIX 1 TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOTELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREINARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEINGDISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THEPURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEANECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THEMEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANSDIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANTIMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO THE EXTENTIMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE "PROSPECTUSDIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITEDKINGDOM, PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENTPROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") ORARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND ARE "QUALIFIEDINVESTORS" AS DEFINED IN SECTION 86(7) OF THE FSMA; (C) IF IN HONG KONG,PROFESSIONAL INVESTORS FOR THE PURPOSES OF THE SECURITIES AND FUTURES ORDINANCE(CHAPTER 571 OF THE LAWS OF HONG KONG); AND (D) ANY OTHER PERSON TO WHOM IT MAYOTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TOPARTICIPATE IN THE PLACING BY STIFEL NICOLAUS EUROPE LIMITED("STIFEL") AND JOH. BERENBERG, GOSSLER & CO. KG, LONDON BRANCH("BERENBERG") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUTHEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANTPERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS ANDCONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLEONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE ORSUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN ANDWILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD,TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITEDSTATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECTTO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLESTATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES INTHE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITSOWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITIONOF PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this announcement.

A person who has indicated to Stifel or Berenberg that it wishes to participate in the Placing by making an oral or written offer to acquire Placing Shares (each such person, a "Placee") will be deemed to have read and understood these terms and conditions and the announcement of which they form a part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions as deemed to be made by Placees. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that: (a) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares acquired by and/or subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of Stifel and Berenberg has been given to each such proposed offer or resale; (b) it is and, at the time the Placing Shares are acquired, will be outside the United States, and acquiring the Placing Shares in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"); and (c) if in Hong Kong, it is a professional investor for the purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares.