EOG Presentation
EOG Presentation
EOG Presentation
(Unaudited)
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Table of Contents
Page
Unaudited
Condensed Consolidated Interim Statements of Financial Position 2
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss 3
Condensed Consolidated Interim Statements of Equity 4
Condensed Consolidated Interim Statements of Cash Flows 5
Notes to the Condensed Consolidated Interim Financial Statements 6 - 20
NOTICE TO SHAREHOLDERS
The accompanying unaudited condensed consolidated interim financial statements of Eco (Atlantic) Oil &
Gas Ltd. for the three and Nine Month periods ended December 31, 2017 and 2016 have been prepared by
management in accordance with International Financial Reporting Standards applicable to consolidated
interim financial statements (Note 3). Recognizing that the Company is responsible for both the integrity
and objectivity of the unaudited condensed consolidated interim financial statements, management is
satisfied that these unaudited condensed consolidated interim financial statements have been fairly
presented.
Under National Instrument 51-102, part 4, sub-section 4.3(3)(a), if an auditor has not performed a review
of the interim financial statements, they must be accompanied by a notice indicating that the financial
statements have not been reviewed by an auditor.
The Company’s independent auditor has not performed a review of these unaudited condensed consolidated
interim financial statements in accordance with standards established by the Institute of Chartered
Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 8) $ 394,312 $ 630,761
Advances from and amounts owing to license partners (Note 6) 39,722 169,868
434,034 800,629
Equity
Share capital (Note 9) 42,814,406 26,961,675
Restricted Share Units reserve (Note 9) 113,355 184,029
Warrants (Note 10) 238,236 237,267
Stock options (Note 11) 3,051,042 2,985,732
Non-controlling interest (76,288) (76,288)
Accumulated deficit (29,770,761) (22,337,588)
Total Equity 16,369,990 7,954,827
Total Liabilities and Equity $ 16,804,024 $ 8,755,456
The accompanying notes are an integral part of these condensed interim consolidated financial
statements.
Basis of Preparation and Going Concern (Note 2)
Commitments (Notes 7 and 15)
Subsequent events (Note 19)
1
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
The accompanying notes are an integral part of these condensed interim consolidated financial
statements.
2
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Non-
Number of S hares to Restricted S tock Total
Capital Warrants Deficit controllin
S hares be issued S hare Units Options Equity
g Interest
Balance, March 31, 2016 85,044,025 $ 20,838,056 $ 176,580 $ 216,114 $ - $ 2,400,735 $ (18,788,967) $ (68,323) $ 4,774,195
Stock options expensed - - - - - 126,505 - - 126,505
Shares issued on vesting of Restricted Share Units 925,436 177,259 - (132,659) - - - 44,600
Non-vested Restricted Share Units - 96,174 - - - - 96,174
Share repurchase - (316,602) - - - - - - (316,602)
Extension of Stock options - - - - - 416,324 - - 416,324
Cancellation of shares (1,823,500) - - - - - - - -
Net loss for the period - - - - - - (2,236,426) - (2,236,426)
Balance, December 30, 2016 (unaudited) 84,145,961 20,698,713 176,580 179,629 - 2,943,564 (21,025,393) (68,323) 2,904,770
Share repurchase - (21,655) - - - - - - (21,655)
Non-vested Restricted Share Units - - - 4,400 - - - - 4,400
Proceeds from shares issued on listing on AIM , net 32,900,498 6,108,037 - - 237,267 - - - 6,345,304
Stock options expensed - - - - - 42,168 - - 42,168
Shares issued from Pan African Oil Amalgamation 1,203,374 176,580 (176,580) - - - - - -
Net loss for the period - - - - - - (1,312,195) (7,965) (1,320,160)
Balance, March 31, 2017 118,249,833 26,961,675 - 184,029 237,267 2,985,732 (22,337,588) (76,288) 7,954,827
Shares issued on vesting of Restricted Share Units (Note 9(i)) 7,482,500 2,541,992 - (70,674) - - - - 2,471,318
Shares issed for Services (Note 9(ii) 62,500 17,500 - - - - - - 17,500
Cancellation of shares (Note 9(ii)) (262,500) - - - - - - - -
Shares issued in private placement (Note 9(iv)) 29,200,000 13,294,208 - - - - - - 13,294,208
Issueance of warrants (Note 10(i)) - (969) - - 969 - - - -
Stock options expensed (Note 11) - - - - - 65,310 - - 65,310
Net loss for the period - - - - - - (7,433,173) - (7,433,173)
Balance, December 31, 2017 (unaudited) 154,732,333 $ 42,814,406 $ - $ 113,355 $ 238,236 $ 3,051,042 $ (29,770,761) $ (76,288) $ 16,369,990
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
4
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
1. Nature of Operations
The Company’s business is to identify, acquire, explore and develop petroleum, natural gas, and shale
gas properties. The Company primarily operates in the Co-Operative Republic of Guyana (“Guyana”)
and the Republic of Namibia (“Namibia”). The head office of the Company is located at 181 Bay
Street, Suite 320, Toronto, ON, Canada, M5J 2T3.
As used herein, the term “Company” means individually and collectively, as the context may require,
Eco (Atlantic) Oil and Gas Ltd. and its subsidiaries.
These condensed consolidated interim financial statements were approved by the Board of Directors
of the Company on February 27, 2018.
5
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
3. Summary of Significant Accounting Policies (continued)
Statement of compliance (continued)
The policies applied in these condensed consolidated interim financial statements are based on IFRS
issued and outstanding as of August 24, 2017, the date the Board of Directors approved the statements.
The same accounting policies and methods of computation are followed in these condensed
consolidated interim financial statements as compared with the most recent audited consolidated
financial statements of the Company as at and for the year ended March 31, 2017. Certain information
and disclosures normally included in the audited consolidated financial statements prepared in
accordance with IFRS have been omitted or are condensed. These unaudited condensed consolidated
interim financial statements should be read in conjunction with the audited consolidated financial
statements of the Company for the year ended March 31, 2017.
Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial
statements for the year ending March 31, 2017 could result in restatement of these condensed
consolidated interim financial statements.
Basis of consolidation
The condensed consolidated interim financial statements include the accounts of the Company and its
wholly-owned subsidiaries, Eco (Barbados) Oil and Gas Holdings Ltd., Eco Namibia Oil and Gas
(Barbados) Ltd. (Barbados), Eco Guyana Oil and Gas (Barbados) Ltd., Eco (BVI) Oil & Gas Ltd., Eco
Oil and Gas (Namibia) (Pty) Ltd. Eco Oil and Gas Services (Pty) Ltd, , Eco Atlantic Holdings Ltd.,
Eco Pan African Oil Holdings Ltd. Eco Atlantic Guyana Offshore Inc., Eco (Atlantic) Guyana Inc.
and Pan African Oil Namibia Holdings (Pty) Ltd. ("PAO Namibia")(of which the Company owns
90%).
i) Impairment of assets
When there are indications that an asset may be impaired, the Company is required to estimate the
asset’s recoverable amount. The recoverable amount is the greater of value in use and fair value
less costs to sell. Determining the value in use requires the Company to estimate expected future
cash flows associated with the assets and a suitable discount rate in order to calculate present
value.
6
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
4. Future Accounting and Reporting Changes
The IASB issued new standards and amendments not yet effective.
IFRS 9, Financial Instruments (“IFRS 9”) was initially issued by the IASB on November 12, 2009 and
issued in its completed version in July 2014, and will replace IAS 39, "Financial Instruments:
Recognition and Measurement" (“IAS 39”). IFRS 9 replaces the multiple rules in IAS 39 with a
single approach to determine whether a financial asset is measured at amortized cost or fair value and
a new mixed measurement model for debt instruments having only two categories: amortized cost and
fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments in the
context of its business model and the contractual cash flow characteristics of the financial assets. The
new standard also requires a single impairment method to be used, replacing the multiple impairment
methods in IAS 39. IFRS 9 is effective for financial years beginning on or after January 1, 2018. The
Company is currently assessing the effects of IFRS 9 and intends to adopt on its effective date.
IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) was issued by the IASB in May 2014
and clarifies the principles for recognizing revenue from contracts with customers. IFRS 15 will
result in enhanced disclosures about revenue, provide guidance for transactions that were not
previously addressed comprehensively (i.e. service revenue and contract modifications) and improve
guidance for multiple-element arrangements. IFRS 15 is effective for periods beginning on or after
January 1, 2018 and is to be applied retrospectively. The Company's preliminary assessment of IFRS
15 has determined there will not be a significant impact to the consolidated financial statements as a
result of the adoption of this standard.
IFRS 16, Leases (“IFRS 16”) was issued by the IASB in January 2016 and specifies how an IFRS
reporter will recognize, measure, present and disclose leases. The standard provides a single lessee
accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease
term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases
as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from
its predecessor, IAS 17. An entity applies IFRS 16 for annual periods beginning on or after January
1, 2019. Earlier application is permitted if IFRS 15 Revenue from Contracts with Customers has also
been applied. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not
restate comparative information but recognize the cumulative effect of initially applying IFRS 16 as
an adjustment to opening equity at the date of initial application. The Company is currently assessing
the effects of IFRS 16 and intends to adopt on its effective date.
5. Short-term Investments
The Company’s short-term investments comprise interest bearing deposits with its primary bank of
$49,818 (March 31, 2017 - $49,818), which are held as collateral for credit-card lines of credit.
Included in account receivable and prepared expenses is a receivable (US$576,580) in respect of the
sale of the Company’s Ghana operations, which took place during the year ended March 31, 2017.
7
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
7. Petroleum and Natural Gas Licenses
-
Licenses $ 1,489,971 $ $ - $ 1,489,971
(i) The oil and gas interests of the Company are located both offshore in Guyana and offshore in
Namibia.
(ii) Guyana
i. The Guyana License is located in the Orinduik block, offshore Guyana. The Orinduik block is
situated in shallow water, 170 kilometers offshore Guyana in the Suriname Guyana basin and is
located in close proximity to the recent Exxon Lisa and Payara discoveries.
ii. In accordance with the Guyana Petroleum Agreement, the Eco (Atlantic) Guyana Inc holds a 40%
working interest in the Guyana Licenses and Tullow Oil plc (“Tullow”) holds the balance 60%
interest. Under the Guyana Petroleum Agreement, Tullow will act as operator.
iii. On June 8, 2017, in light of recent discoveries in the region by other petroleum explorers and the
advancement of the interpretation of the Orinduik Block that is encouraging to the Company,
Tullow and the Company approved a circa 2,550 km2 seismic survey on the Company’s Orinduik
Block. Tullow carried US$1,250,000 of the Company’s share of costs of the 3D survey.
iv. On September 26, 2017, the Company’s subsidiary, Eco Atlantic (Guyana) Inc. (“Eco Guyana”),
entered into an option agreement that provides Total E&P Activités Pétrolières, (a wholly owned
subsidiary of Total SA) (“Total”) with an option to acquire a 25% Working Interest in the Orinduik
Block from Eco Guyana (the “Option”). Pursuant to the Option Agreement, Total made an
immediate payment of US$1 million for the Option (the “Option Fee") to Farm-in to the Orinduik
Block for an additional payment in cash of US$12.5 million to earn the 25% Working Interest.
The exercise of the Option must be made within 120 days from delivery to Total of the processed
3D seismic. The survey acquisition was completed on September 5, 2017 and processing is
expected to be completed in January 2018.
8
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
7. Petroleum and Natural Gas Licenses (continued)
(iii) Namibia
i. The Company holds four offshore petroleum licenses in the Republic of Namibia being
petroleum exploration license number 0030 (the “Cooper License”), petroleum exploration
license number 0033 (the “Sharon License”), petroleum exploration license number 0034
(the “Guy License”, together with the Sharon License and the Cooper License, the “ECO
Offshore Licenses”), and petroleum exploration license number 0050 (the “Tamar License”).
i. The Cooper License covers approximately 5,000 square kilometers and is located in license
area 2012A offshore in the economical waters of Namibia (the “Cooper Block”). The
Company holds a 32.5% working interest in the Cooper License, NAMCOR holds a 10%
working interest (carried by the Company and Tullow collectively), AziNam Ltd.
(“AziNam”), holds a 32.5% working interest, and Tullow Namibia Limited, a wholly owned
subsidiary of Tullow Oil plc (“Tullow”), holds a 25% working interest. On November 27,
2017, India’s ONGC Videsh, announced that it is acquiring a 15% working interest in the
Cooper license from Tullow. The transaction is subject to the approval of the Ministry.
9
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
7. Petroleum and Natural Gas Licenses (continued)
ii. On April 15, 2016, the Ministry approved the entering the next phase of the Cooper License
which has been extended into the first Renewal Phase, which on October 16, 2017, was
extended by the Ministry to March 2019. The Second Renewal phase is until March 2020.
The Ministry also waived the relinquishment requirement (as stipulated in the Petroleum
Agreement), and the partners will continue the exploration work on the entire block area.
iii. On November 2, 2017, the Company released its Public Notice for Environmental Clearance
Certificate (ECC) for drilling of an exploration well within its Osprey Lead on the Block.
iv. As of December 31, 2017, the outstanding Exploration Activities and the aggregate
expenditure as estimated by management based on current costs for the Cooper License is as
follows:
Company’s
Expenditure
share of
Exploration Activities(1)
Expenditure
(US$)
(US$)(2)
By March 31, 2019
Completed Completed
• Resource assessment and production assessment
By March 31, 2020
• After interpretation of 3D survey, drill exploratory well 35,000,000 2,250,000
• Offtake/production engineering 500,000 125,000
By March 31, 2021
• Complete and interpret a 500 square kilometers 3D
1,400,000 350,000
seismic survey
Total 36,900,000 2,725,000
Notes:
(1) Exploration Activities are not currently committed and cost estimates are based on management estimates
for the costs if the relevant Exploration Activity was to be undertaken as at the date of this document.
(2) These numbers assume that the Second Transfer will be completed and the Company’s working interest
will be 25%. There is no guarantee that the Second Transfer will be completed. If the Second Transfer is
not completed, the Company’s share of the Expenditure will be 63.9%.
10
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
7. Petroleum and Natural Gas Licenses (continued)
Company’s
Expenditure share of
Exploration Activities(1) Expenditure
(US$)
(US$)
By March 31, 2019
• Complete and interpret a 500 square kilometers 3D
seismic survey 3,500,000 1,575,000
• Resource assessment and production assessment Completed Completed
11
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three and Nine Month Periods ended September 30, 2017
7. Petroleum and Natural Gas Licenses (continued)
12
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
Company’s
share of
Expenditure
Exploration Activities(1)(2) Expenditure
(US$)
(US$)
By March 31. 2018
• Complete and interpret 500 kilometers2 3D seismic survey
1,400,000 1,400,000
• Evaluation of farm-out and relinquishment of part
(original 25%) or all of the Tamar Block
By October 31, 2019
• Drill exploratory well (subject to the availability of 35,000,000 35,000,000
adequate drilling rigs)
Total 36,400,000 36,400,000
Notes:
(1) Exploration Activities are not currently committed and cost estimates are based on management estimates
for the costs if the relevant Exploration Activity was to be undertaken as at the date of this document.
(2) Assumed license remains valid.
(viii) As of December 31, 2017, the Company has recorded $74,271 (March 31, 2017 - $169,868) as
advance from license partners related to funds received in advance of the Company incurring
applicable operating costs to which the advances can be applied and amounting owing to license
partners.
Fees for management services and operating costs paid to private companies which are controlled by
directors or officers of the Company and fees to executive directors were as follows:
Three months ended Nine Months Ended
December 31, December 31,
2017 2016 2017 2016
Unaudited Unaudited
Salaries, operating and consulting
$ 181,364 $ 181,751 $ 632,567 $ 590,422
fees and benefits
Stock-based compensation 1,255,700 482,665 2,092,900 526,517
$ 1,437,064 $ 664,417 $ 2,725,467 $ 1,116,940
Number of people 7 6 7 6
These transactions are in the ordinary course of business and are measured at the amount of
consideration set and agreed by the related parties.
As at December 31, 2017, $92,811 (March 31, 2017 - $148,983) were amounts owing to executive
directors and officers of the Company included in accounts payable and accrued liabilities.
13
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
9. Share Capital
Authorized: Unlimited Common Shares
Restricted
Common Shares to Share Units
Shares Amount be issued Reserve
Issued $ $ $
Balance, March 31, 2016 85,044,025 20,838,056 176,580 216,114
Repurchase and cancellation of
Shares (1,823,500) (338,257) - -
Shares issued on vesting of
Restricted Share Units
From March 23, 2016 708,700 136,079 - (136,079)
From August 5, 2016 216,736 41,180 - 3,420
From November 28, 2016 - - - 100,574
Shares issued in AIM listing 32,900,498 6,108,037 - -
Pan African Oil Amalgamation
shares issued 1,203,374 176,580 (176,580) -
Balance, March 31, 2017 118,249,833 26,961,675 - 184,029
Shares issued on vesting of
Restricted Share Units
From March 23, 2016 (i)(a) 433,600 95,392 - (95,392)
From June 8, 2017 (i)(b) 3,400,000 1,016,600 - 29,900
From November 24, 2017 (i)(c) 400,000 88,000 - (5,185)
From November 24, 2017 (i)(d) 3,050,000 1,342,000 - -
Shares issued for services (ii) 62,500 17,500 - -
Cancellation of shares (iii) (262,500) - - -
Shares issued in a brokered private
placement (iv) 29,200,000 13,294,208 - -
Issuance of warrants 10(i) - (969) - -
Balance, December 31, 2017 154,533,433 42,814,406 - 113,352
(i) During the nine-month period ended December 31, 2017, the following shares were issued as
a result of vested Restricted Share Units:
a. 433,600 of the 1,002,600 RSU’s, granted on March 23, 2016, were issued, and the
fair value of those RSU’s ($95,932) were released from Shares to be Issued in the
Statement of Equity to Contributed Surplus
b. On June 8, 2017, 3,500,000 RSU’s were granted to certain directors, officers and
consultants of the Company as compensation and success fees in relation with the
AIM admission and Company's portfolio and operational developments. The RSU’s
vested immediately on the grant date. These RSU’s had a fair value $1,046,500
($0.299 per unit) based on the volume weighted average market price of the Common
Shares for the five preceding days before the grant date and was charged to Share
based Compensation in the Statements of Operations and Comprehensive Loss. On
November 24, 2017, 3,400,000 were issued and 100,000 remain outstanding.
$1,046,000 was charged to Share Capital and $29,900 (representing the fair value of
the remining 100,000 shares) was charged to Restricted Share Units in the Statement
of Equity.
14
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
9. Share Capital (continued)
c. On November 28, 2016, 400,000 RSU’s were granted to certain officers of the
Company. These RSU’s had a fair value of $0.22 per unit based on the volume
weighted average market price of the Common Shares for the five preceding days
before the grant date. The total fair value of the RSU’s amounted to $88,000. These
RSU’s were to vest upon the achievement of certain milestones which were fulfilled
on November 24, 2017, following which the Company issued 400,000 shares. The
fair value of the RSU’s was charged to share-based compensation with a
corresponding credit to Share Capital in the Statement of Equity.
d. On November 24, 2017, 3,050,000 RSU’s were granted to certain directors, officers
and consultants of the Company as compensation and success fees in relation with the
Brokered Private Placement. The RSU’s vested immediately on the grant date and
3,050,000 shares of the Company were issued immediately. These RSU’s had a fair
value $1,342,000 ($0.44 per unit) based on the volume weighted average market price
of the Common Shares for the five preceding days before the grant date and was
charged to Share based Compensation in the Statements of Operations and
Comprehensive Loss with a credit to Share Capital in the Statement of Equity.
(ii) On June 28, 2017, the Company granted 62,500 shares to a UK consultant for services
provided. The fair value of the shares on the grant date was $17,500.
(iii) On August 4, 2017, the Company cancelled 262,500 shares that had been repurchased during
the year ended March 31, 2107 under the terms of the its intended normal course issuer bid (the
“2016 Issuer Bid”), in which the Company was allowed to acquire up to 6,491,870 Common
Shares from time to time in accordance with Exchange procedures, representing approximately
10% of the total number of the Common Shares held by public shareholders as at the date of
the Exchange approval. As of August 4, 2017, all the shares purchased under the 2016 Issuer
Bid have now been cancelled.
(iv) On November 16, 2017 the Company completed a brokered private placement with Africa Oil
Corp (“AOC”) resulting in gross proceeds of $14 million (the “AOC Brokered Private
Placement”). The AOC Brokered Private Placement involved the sale of 29,200,000 shares in
the Company at a price of $0.48 per share. Net proceeds were $13,294,208 after deducting a
cash commission in the amount of $588,096 to the brokers and other expenses of $52,801.
The Company and AOC also entered into a Strategic Alliance Agreement to identify new
projects to add to the Company’s portfolio.
15
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
10. Warrants
A summary of warrants outstanding at December 31, 2017 was as follows:
Weighted
Average
Exercise
Number of Price
Warrants ($)
Balance, March 31, 2016 - -
Granted during the AIM listing 3,702,935 0.29
Balance, March 31, 2017 3,702,935 0.29
Granted during the period (i) 17,813 0.29
Balance, December 31, 2017 3,720,748 0.29
(i) On June 1, as a result of the last-minute increase to the proceeds of the UK placing associated
with the Company’s admission to AIM, and in accordance with the Company’s contractual
obligations to Strand Hanson Limited, an additional 17,813 warrants were issued to Strand
Hanson Limited. These warrants are issued on the same terms as those set out in the Admission
Document dated February 2, 2017.
(ii) See also Subsequent events note 19 (b).
(i) On June 8, 2017, 250,000 options were issued to a director. These options are exercisable for
a maximum period of five years from the date of the grant and vest as to one third on grant date
and one third on each anniversary date of the grant for the following two years. The fair value
of the options granted was estimated at $35,677 using the Black-Scholes option pricing model,
using the following assumptions: Expected option life 5 years; Volatility 62.67%; Risk-free
interest rate 1.28%; Dividend yield 0%.
(ii) See also Subsequent Events Note 19 (a).
(iii) Share-based compensation expense is recognized over the vesting period of options. During
the three and nine months ended December 31, 2017, share-based compensation of $3,536,628
and $683,603, respectively (December 31, 2016 – $1,438,224, and $608,569, respectively) was
recognized based on options vesting during the period.
(iv) As at December 31, 2017, 7,736,667 options were exercisable (March 31, 2017 – 7,653,333).
16
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
12. Asset Retirement Obligations (“ARO”)
The Company is legally required to restore its properties to their original condition. Estimated future
site restoration costs will be based upon engineering estimates of the anticipated method and the extent
of site restoration required in accordance with current legislation and industry practices in the various
locations in which the Company has properties.
As of December 31, 2017 and 2016, the Company did not operate any properties, accordingly, no ARO
was required.
The Company considers its capital structure to consist of share capital, deficit and reserves. The
Company manages its capital structure and makes adjustments to it, in order to have the funds available
to support the acquisition, exploration and development of its licenses. The Board of Directors does
not establish quantitative return on capital criteria for management, but rather relies on the expertise
of the Company’s management to sustain future development of the business.
The Company is an exploration stage entity; as such the Company is dependent on external equity
financing to fund its activities. In order to carry out the planned exploration and pay for administrative
costs, the Company will spend its existing working capital and raise additional amounts as needed.
Management reviews its capital management approach on an ongoing basis and believes that this
approach, given the relative size of the Company, is reasonable.
There were no changes in the Company’s approach to capital management during nine month period
ended December 31, 2017. Neither the Company nor its subsidiaries are subject to externally imposed
capital requirements.
The Company’s objective when managing capital is to safeguard the Company’s ability to continue as
a going concern. The Company’s ability to raise future capital is subject to uncertainty and the inability
to raise such capital may have an adverse impact over the Company’s ability to continue as a going
concern (Note 2).
17
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
14. Risk Management
i) Credit risk
The Company’s credit risk is primarily attributable to short-term investments and amounts
receivable. The Company has no significant concentration of credit risk arising from operations.
Short-term investments consist of deposits with Schedule 1 banks, from which management
believes the risk of loss to be remote. Amounts receivable consist of advances to suppliers and
harmonized sales tax due from the Federal Government of Canada. Government receivable consists
of value added tax due from the Namibian government which has been collected subsequent to year
end. Management believes that the credit risk concentration with respect to amounts receivable is
remote. The Company does not hold any non-bank asset backed commercial paper.
ii) Interest rate risk
The Company has cash balances, cash on deposit and no interest bearing debt. It does not have a
material exposure to this risk.
iii) Liquidity risk
The Company ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities
when due, without incurring unacceptable losses or harm to the Company’s reputation.
As at December 31, 2017, the Company had cash and cash equivalents and on deposit of
$14,376,535. (March 31, 2017 - $6,088,567) and short-term investments of $74,818 (March 31,
2017 - $49,818) to settle current liabilities of $434,034 (March 31, 2017 - $800,629).
The Company utilizes authorization for expenditures to further manage capital expenditures and
attempts to match its payment cycle with available cash resources. Accounts payable and accrued
liabilities at December 31, 2017 all have contractual maturities of less than 90 days and are subject
to normal trade terms.
iv) Foreign currency risk
The Company is exposed to foreign currency fluctuations on its operations in Namibia, which are
denominated in Namibian dollars. Sensitivity to a plus or minus 10% change in rates would not
have a significant effect on the net income (loss) of the Company, given the Company’s minimal
assets and liabilities designated in Namibian dollars as at December 31, 2017.
18
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
15. Commitments
Licenses
The Company is committed to meeting all of the conditions of its licenses including annual lease
renewal or extension fees as needed.
The Company submitted work plans for the development of the Namibian licenses, see Note 7 for
details.
19
Eco (Atlantic) Oil & Gas Ltd.
(An Exploration Stage Company)
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
For The Three and Nine Month Periods ended December 31, 2017
The comparative figures have been adjusted to reflect the current period’s presentation.
(a) On January 19, 2018, 1,200,000 options were exercise at $0.30 per option into 1,200,000 shares of
the Company for a gross consideration of $360,000.
(b) In February 2018, 1,562,500 warrants were exercise at £0.176 ($0.31) per warrant into 1,562,500
shares of the Company for a gross consideration of $480,286 (£274,912).
(c) Following the issuance of the above-mentioned options and warrants, the Company has
157,494,833 Common Shares, 2,158,248 warrants, 6,836,480 Options and 393,900 RSU’s
outstanding.
(d) On February 20, 2018, the Company entered into two share purchase agreements (collectively, the
“Purchase Agreements”) to purchase the minority interests in Eco Guyana, consisting of 6% of the
outstanding shares of Eco Guyana (the “Minority Shares”). As consideration for the acquisition of
the Minority Shares the Company has agreed to pay a cash consideration in the amount of
US$200,000 payable in two equal tranches (the first upon closing of the Purchase Agreements (the
“Closing”) and the second 60 days after Closing); and issue a total of 1,700,384 common shares
(the "Consideration Shares"). The Consideration Shares will be subject to a lock up arrangement,
with 1/3 being released on Closing; 1/3 being released 91 days after Closing; and the remaining
balance being released 181 days after Closing. Upon Closing, the Company will own 100% of Eco
Guyana.
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