Eco Oil and Gas Ltd announces direct share subscription and issuance of warrants

THIS ANNOUNCEMENT CONTAINS INSIDER INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No 596/2014) (“MAR”). FOLLOWING THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS NOW CONSIDERED PUBLIC DOMAIN.

Direct share subscription of US$10 million and issuance of warrants

TORONTO, ONTARIO / ACCESS Newsline / January 23, 2026 / Eco (Atlantic) Oil & Gas Ltd. (AIM:ECO)(TSX-V:EOG) is pleased to announce that it has entered into binding agreements with Israeli-based institutional investors (collectively the “Subscribers”) to subscribe for new ordinary shares in the capital of the Company (“Ordinary Shares”) (the “Subscription” or the “Private Placement”).

In accordance with the non-brokered Private Placement, the Company expects to raise aggregate gross proceeds of US$10 million (approximately £7.4 million, CAD$13.8 million) through the issue of 26,909,091 new Ordinary Shares (the “Subscription Shares”) at an issue price of 27.5 pence (CAD0.51) per share (the “Issue Price”), being the closing price of the stock price of the Company. Ordinary shares on AIM on January 22, 2026.

In addition, the Company will issue one warrant for each Subscription Share (the “Warrants”). Each Warrant entitles the holder to subscribe for one new ordinary share at an exercise price of 40 pence (CAD 0.74) per share and will be exercisable for a period of three years from the date of issue.

The Subscription Shares will have a ranking order as soon as they are issued step by step in all respects with the existing common shares, including, but not limited to, the right to receive dividends and other distributions declared, made or paid after the date of issuance.

The subscription shares, when issued, will represent approximately 8.54 percent. of the existing issued share capital of the Company (on a non-diluted basis) and 7.86 percent. of the issued share capital of the Company as expanded by the Subscription (on a non-diluted basis).

Subscription details

The Subscription depends on: among othersAIM Admission will become effective, the Subscription Agreement will not be terminated in accordance with its terms and receipt of funds under the Subscription. Subscription is also subject to certain conditions, including, but not limited to, receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

Gil Holzman, President & Chief Executive Officer of Eco Atlantic, commented:

“We are pleased to welcome a number of leading Israeli institutional investors to our share registry through this $10 million direct subscription. Their participation and long-term commitment represent a strong endorsement of the quality of our Atlantic Margin portfolio, our exploration and value creation strategy, and our disciplined, capital-efficient approach.

This financing strengthens our financial position and provides us with the flexibility to accelerate key technical and business work programs for our licenses in Guyana, Namibia and South Africa through 2026, while maintaining a strong balance sheet and significant shareholder benefit.”

Use of the proceeds

The net proceeds from the Subscription will be used for:

• US$5.0 million for planned geological and geophysical work;

• $2.5 million to identify and pursue potential new ventures; And

• $2.5 million for general and administrative purposes.

Admission and total voting rights

An application will be made to the London Stock Exchange for the subscription shares to be admitted to trading on AIM. It is expected that the AIM admission will occur at 8:00 a.m. (GMT) on or about January 30, 2026. An application will be made to the TSX-V to have the stock fundraising shares begin trading on the TSX-V, with listing subject to the approval of the TSX-V and the company meeting all requirements of the TSX-V.

After admission, the issued share capital of the Company will amount to 342,141,027 ordinary shares. The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to declare their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

For more information please visit www.ecooilandgas.com or contact the following:

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 the publication of this Announcement on behalf of the Company is Gil Holzman, co-founder and CEO of Eco Atlantic.

Notes for editors

Eco Atlantic is a TSX-V and AIM-listed Atlantic Margin focused oil and gas exploration company with offshore licensing interests in Guyana, Namibia and South Africa. Eco aims to deliver material value for its stakeholders through its role in the energy transition to explore low carbon intensity oil and gas in stable emerging markets close to infrastructure.

In Offshore Guyana, in the proven Guyana-Suriname Basin, the company operates a 100% working interest in the 1,354 km² Orindiep block. In Namibia, the company holds operatorship and an 85% working interest in three offshore petroleum licences: PELs: 97, 99 and 100, representing a combined area of ​​22,893 km.² in the Whale Basin. In Offshore South Africa, Eco has a 5.25% working interest in Block 3B/4B and a 75% operating interest in Block 1 CBK, in the Orange Basin, totaling approximately 37,510 km².

Additional information

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available is.

This announcement must be read in its entirety.

Currency conversion in this announcement is calculated at US$1/£0.74/CAD1.38

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements in this press release, other than statements of historical fact, that relate to events or developments that Eco expects to occur are “forward-looking statements.” Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “plans”, “estimates”, “projects”, “potential”, “planned”, “predicts”, “budget” and similar expressions, or that events or conditions “will”, “could”, ‘may’, ‘might’ or ‘might’ occur.

All such forward-looking statements are based on the opinions and estimates of relevant management as of the date such statements are made and are subject to certain assumptions, important risk factors and uncertainties, many of which are beyond Eco’s ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of Eco, these facts include the Company’s anticipated use of the proceeds from the Subscription, statements regarding the closing of the Subscription and the receipt of all regulatory approvals relating to the Subscription, including final approval of the TSXV, as well as anticipated activities in future periods, and plans regarding its operations and other matters that may arise in the future. This information relates to analyzes and other information based on expectations of future performance and planned work programs.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that may cause actual events or results to differ from those expressed or implied by the forward-looking information. Should one or more risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described in the forward-looking information or statements.

Eco’s forward-looking information is based on the reasonable beliefs, expectations and opinions of the company’s respective management as of the date the statements are made, and Eco assumes no obligation to update forward-looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set out above, investors should not place undue reliance on forward-looking information. For a complete discussion regarding Eco and the risks associated with forward-looking information and forward-looking statements, please refer to Eco’s continuing disclosure documents on file on SEDAR+ at www.sedarplus.ca.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a primary information provider in the UK. Terms and conditions may apply regarding the use and distribution of this information. For more information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Eco (Atlantic) Oil and Gas Ltd.

View the original press release on ACCESS Newswire