Eco (Atlantic) Oil & Gas, the oil and gas exploration company focused on the offshore Atlantic Margins, has signed a binding agreement on 10 March 2026 with JHI Associates, Inc. in which Eco has agreed to acquire the issued and to be issued shares of JHI not already held by Eco. The Acquisition is subject to a number of conditions, further details of which are set out below.
This landmark acquisition complements Eco's existing Atlantic Margin portfolio in Namibia and South Africa, whilst adding to its exposure offshore Guyana. The Acquisition positions Eco at the forefront of one of the most compelling offshore growth stories globally, the North Falkland Basin, alongside intended operator and strategic partner Navitas Petroleum.
Eco has agreed to acquire all remaining JHI common shares based on an exchange ratio of 0.7054 common shares in the capital of the Company for each JHI share.
Transaction Highlights:
- Strategic alignment with Navitas, with the first asset confirmed in joint venture partnership.
- New country entry into Falkland Islands, with near term exploration work program planned on the PL001 licence with operator Navitas, once confirmed by the Falkland Island Government ('FIG').
- Anticipated five-year licence extension of the PL001 licence, providing significant runway for exploration and development.
- Imminent adjacent development coming onstream, with first oil from the Sea Lion Field expected in 2028.
- Agreed cash balance in JHI of a minimum of US$1.0 million on closing.
- Provides Eco Shareholders with exposure to high impact near term exploration and development acreage in an additional emerging Atlantic Margin hydrocarbon province, and subject to a potential extension of the Canje licence, furthers its exposure in Guyana.
Transaction Summary:
On completion of the Acquisition, Eco will issue up to 96,307,811 new Common Shares such that up to approximately 21.8% of Eco's then issued share capital will be held by the shareholders of JHI. Upon Closing, JHI will have a cash balance of US$1.0 million. Approximately 45% of the Common Shares to be issued to JHI shareholders will be subject to lock-up arrangements spanning 18 months following completion. The Acquisition is valued at approximately US$52.3 million (approximately £39.0 million) based on the 30-day volume weighted average price ('VWAP') of the Company's Common Shares on the TSX Venture Exchange ending on 9 March 2026 of CAD$0.7362. The Acquisition is valued at approximately £46.7 million (approximately US$62.6 million) based on the mid market closing price of the Company's Common Shares on the AIM market of the London Stock Exchange of £0.485 on 10 March 2026.
JHI's principal assets comprise a 35% working interest in the PL001 licence area in the Falkland Islands, a block directly adjacent to the transformational Sea Lion Field under development, and a 17.5% working interest in the Canje Block offshore Guyana (operated by ExxonMobil and JV partner TotalEnergies and Mid Atlantic O&G). The Canje licence lapsed on 4 March 2026 and is subject to on-going extension discussions with the Government of Guyana ('Canje Extension'). The remaining 65% interest in the PL001 licence area will be held by Navitas, assuming approval of their farm in to PL001, as announced on 2 March 2026, by FIG.
On completion, the Transaction provides Eco shareholders with exposure to high-impact near term exploration and development acreage in an additional Atlantic Margin emerging hydrocarbon province, and assuming the Canje Extension, further its exposure in Guyana.
The Sea Lion development, to be operated by Navitas, represents the first major offshore oil development in the North Falkland basin and achieved Final Investment Decision ('FID') in December 2025, with first oil targeted for 2028. The planned development infrastructure in relation to the Sea Lion development is expected to unlock the broader basin potential, and Eco's strategic alignment with Navitas places the Company at the heart of the next wave of growth in the region.
The PL001 licence Joint Venture partners (Navitas, assuming FIG approval, and JHI) are working together with the FIG to extend the licence, which currently expires on 31 December 2026, for 5-years, in preparation to drill an exploration well. The Acquisition is conditional, inter alia, on the granting of the licence extension by FIG.
On 2 March 2026, Navitas announced that it had agreed with JHI to farm-in for a 65% interest in PL001, pursuant to which JHI received a fully funded carry loan for an exploration well and potential appraisal well up to US$14 million net to JHI, the benefit of which Eco will assume through the Transaction. The loan will be repaid from 85% of JHI's free cash flow from production from the PL001 licence, if production is established. This carry meaningfully reduces capital exposure while retaining material upside to drilling/exploration catalysts planned across the licence. Eco does not currently expect that it will be required to contribute further towards the expected exploration work program, including tests of the well.
PL001 sits in the North Falklands Basin, adjacent to the Navitas-operated Sea Lion Development and covers 1,126 km2 in water depths ranging from 400-500m. The block holds significant oil exploration potential, which Eco believes will now be unlocked with the emergence of the basin as a producing petroleum province. PL001 contains two legacy wells with oil shows, and part of the Rockhopper Exploration plc led Johnson gas discovery, and is fully covered by a 3D seismic survey, on which over 50 leads and prospects have been identified at multiple play levels, underpinned by a proven Lower Cretaceous petroleum system with world-class source rocks. The latest CPR, commissioned prior to JHI's acquisition of the PL001 licence, estimated an aggregate 3.1bn bbls of prospective (best estimate) recoverable resources (unrisked). PL001 licence contains a proven Cretaceous petroleum system adjacent to Sea Lion discovery and several material, analogous prospects have been high-graded with the potential to target multiple objectives with a single exploration well, and significant follow-up prospectivity across the wider block.
The immediate proximity to the Sea Lion planned producing platform materially enhances the commercial attractiveness of PL001, offering potential future tie-back and infrastructure synergies, accelerating potential monetisation pathways and reducing development risk.
The Canje Block offshore Guyana, operated by ExxonMobil with JV partners TotalEnergies and Mid Atlantic O&G, is directly north of the Stabroek trend, within the same petroleum system as other ExxonMobil discoveries. The block hosts multiple prospects identified through modern 3D seismic data, supported by high-quality AVO (Amplitude Versus Offset) and/or DHI (Direct Hydrocarbon Indicator) indicators, highlighting a large inventory of prospects with significant potential.
Gil Holzman, President and Chief Executive Officer of Eco Atlantic, commented:
'This Transaction represents a further transformational milestone in Eco's strategic evolution and reinforces our disciplined approach to assembling high-quality Atlantic Margin acreage alongside best-in-class operating partners. By securing a significant working interest adjacent to the Sea Lion Field, and further aligning ourselves with Navitas, a proven, development-focused operator with a clear pathway to first oil, Eco is advancing beyond pure exploration exposure and positioning itself within a basin entering a new phase of development-led growth.
With Sea Lion progressing toward development and infrastructure build-out, and with planned drilling activity supported by a meaningful carry, we believe Eco is now exceptionally well positioned to participate in the next chapter of growth in the region while maintaining capital discipline and maximising shareholder value.
In parallel to this transaction, Eco and Navitas are continuing their advanced discussions with the Government of Guyana regarding the appraisal and exploration program on the Orinduik block, while progressing lead and prospect evaluation on Block 1 CBK in South Africa's Orange basin, and maintaining an active farm-out process on our three Walvis basin blocks in Namibia. We will update the market in due course on any further development across our wider Atlantic margin portfolio.
I want to thank my team and our advisors for their hard work; we are delighted to update the market on the continued progress of the Company through our proposed acquisition of JHI. Today's announcement builds on the strong momentum we have generated since signing our framework agreement with Navitas in December 2025 and further strengthens our strategic Atlantic margin footprint in the North Falkland Basin.'
Source: Eco Atlantic Oil & Gas
