NAMIBIA: Eco (Atlantic) Oil & Gas Announces Completion of Portfolio Farm-down to BP

Eco (Atlantic) Oil & Gas Ltd.has announced that on 9 November 2026, it received formal Ministerial deeds signature from the Honourable Minister of Industries, Mines and Energy of Namibia for the transfer and assignment deeds, and renewal deeds to enter into the next exploration period, being the final closing step following the Section 11 consent letter received on 1 October 2026 and previously announced on 2 October 2026 for the farm-down of a 60% participating interest (PI) in all three of its Petroleum Exploration Licenses (PELs) offshore Namibia to BP Namibia Energy Ltd, a wholly owned subsidiary of BP Exploration Operating Company Limited (BP). 

Further to the announcements on 13 April 2026 and 02 October 2026 regarding the Farmout Agreement (FOA), 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) has completed the farm-down of an aggregate of 60% Participating Interest and transferred 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 now enables the Joint Venture to embark on a comprehensive exploration work program under BP’s operatorship, while substantially reducing Eco’s funding exposure and retaining material upside across the three licenses. The JV is preparing to commence a new large 3D seismic acquisition programme on PEL99 and PEL100, which is expected to commence in the coming weeks, marking an important next step in progressing the exploration potential of the portfolio. Eco intends to use the cash proceeds of the Transaction to support the Company’s ongoing exploration and appraisal activities across its Atlantic Margin portfolio and for general working capital purposes.

Transactions Highlights:

•	A one time cash consideration of US$2.7 million to be received by Eco on 16 November 2026
•	Eco retains 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 First Renewal Period),
•	The exploration work program now approved by the government of Namibia, and for which Eco is carried, includes; completing seismic reprocessing on PEL97 and acquiring at least 3,000km2 of new 3D Seismic data on PEL99 and PEL100. Preparations are underway for the new 3D seismic acquisition programme, which is expected to commence in the coming weeks.
•	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); 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 subject to a cap of US$21 million per Put Option;  or
	ii.	elect to retain its 25% PI of the costs associated with such drilling of a well during the Second Renewal Period. 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. The Transaction has received conditional acceptance from the TSX Venture Exchange and remains subject to final acceptance of the TSX Venture Exchange, which is expected following the filing of customary closing documentation.

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

“The successful completion of the farm down of our Namibia portfolio to BP is a landmark achievement not only for Eco but also for Namibia’s oil and gas sector, which has now gained another leading International Oil Company (“IOC”) operator in its prospective offshore acreage. This transaction once again evidences our ability to execute our strategy of derisking our portfolio through partnerships with IOCs and experienced operators while continuing to hold material exposure to prospective acreage with substantially reduced financial commitments.

We are particularly grateful to the Government of Namibia, the Ministry of Industries, Mines and Energy and the Upstream Petroleum Unit for their professionalism, efficiency and collaborative approach in progressing the necessary approvals. The timely completion of this transaction reflects Namibia’s supportive and transparent regulatory environment, which continues to attract international investment and facilitate meaningful partnerships across the sector.

As we enter this next phase alongside BP, NAMCOR, and our local partners we look forward to building on the strong relationships we have established in Namibia and advancing exploration across all three prospective licences, with a large-scale 3D seismic acquisition programme expected to commence in the coming weeks. The combination of international technical expertise, trusted local partnerships, and a supportive regulatory framework positions Eco well for the next stage of exploration and value creation for all our stakeholders.

Beyond Namibia, we remain focused on progressing and completing our other transformational farm-outs and M&A transactions in our other key jurisdictions: the Falkland Islands and Guyana.”

Details of the Transaction

Completion follows the satisfaction of customary conditions precedent including the receipt of requisite regulatory approvals (Section 11 and grant of First Renewal Period) from the government of Namibia. 

Following Completion, the PEL097 interests of the JV partners are as follows: BP Namibia Energy Ltd has become the Operator of the Block, holding a 60% Participating Interest; Eco Oil & Gas Namibia (PTY) Limited, holds a 25% Participating Interest; NAMCOR retains a 10% Participating Interest; Tangi Trading Enterprise CC, retains a Participating Interest of 5%.

Following Completion, the PEL099 interests of the JV partners are as follows: BP Namibia Energy Ltd has become the Operator of the Block, holding a 60% Participating Interest; Eco Oil & Gas Namibia (PTY) Limited, holds a 25% Participating Interest; NAMCOR retains a 10% Participating Interest; Lotus Exploration (Pty) Ltd, retains a Participating Interest of 5%.

Following Completion, the PEL100 interests of the JV partners are as follows: BP Namibia Energy Ltd has become the Operator of the Block, holding a 60% Participating Interest; Eco Oil & Gas Services (PTY) Limited, holds a 25% Participating Interest; NAMCOR retains a 10% Participating Interest; Moonshade Investments (Pty) Ltd, will retain a Participating Interest of 5%.