Annual 2022 Consolidated Financial Statements
Annual 2022 Consolidated Financial Statements
Contents Page
Opinion
We have audited the consolidated financial statements of Eco (Atlantic) Oil & Gas Ltd. and its subsidiaries (the
"Company"), which comprise the consolidated statements of financial position as at March 31, 2022 and
March 31, 2021, and the consolidated statements of operations and comprehensive profit and loss, changes in equity
and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Company as at March 31, 2022 and March 31, 2021, and its consolidated
financial performance and its consolidated cash flows for the years then ended in accordance with International
Financial Reporting Standards.
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. The other information comprises Management’s Discussion
and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We
obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we
have performed on this other information, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with International Financial Reporting Standards, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audits and significant audit findings, including any significant deficiencies in internal control that we
identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Andrew Kevin Spidle.
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 12) 1,931,823 $ 501,022
Advances from and amounts owing to license partners, net - 97,153
Short-term portion of lease liability (Note 13) - 22,987
Current liabilities related to assets held for sale (Note 11) 473,254 -
Warrant liability (Note 16) 3,241,762 -
Total current liabilities 5,646,839 621,162
Lease liability (Note 13) - 325,917
Total liabilities 5,646,839 947,079
Equity
Share capital (Note 14) 63,141,609 59,099,725
Shares to be issued (Note 4) 20,766,996 -
Restricted Share Units reserve (Note 15) 267,669 267,669
Warrants (Note 16) 7,806,000 -
Stock options (Note 17) 958,056 2,675,724
Foreign currency translation reserve (1,309,727) (1,198,097)
Non-controlling interest - (48,674)
Accumulated deficit (51,408,662) (44,814,249)
Total Equity 40,221,941 15,982,098
Total Liabilities and Equity 45,868,780 $ 16,929,177
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Eco (Atlantic) Oil & Gas Ltd.
Consolidated Statements of Operations and Comprehensive Profit and Loss
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Year ended
March 31,
2022 2021
Revenue
Interest income $ 3,556 $ 47,097
3,556 47,097
Operating expenses:
Compensation costs 852,383 712,667
Professional fees 551,751 501,349
Operating costs (Note 22) 1,932,826 1,659,029
General and administrative costs (Note 23) 603,145 500,720
Share-based compensation (Note 17(a)) 14,495 144,327
Interest expense - 2,275
Foreign exchange gain (116,631) 11,015
Total operating expenses 3,837,969 3,531,382
Net loss for the year from continuing operations $ (5,252,387) $ (3,484,285)
Loss from discontinued operations, after-tax (note 11) (1,304,937) (195,522)
Net loss for the year (6,557,324) (3,679,807)
The accompanying notes are an integral part of these consolidated financial statements.
2
Eco (Atlantic) Oil & Gas Ltd.
Consolidated Statements of Changes in Equity
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Fore ign
Currency Non-
Shares to be Restricte d Warrant Translation controlling
Numbe r of Capital issued Share Units Reserve Stock Options Deficit Re se rve Interest Total Equity
Shares $
Balance, March 31, 2020 184,697,723 $ 59,099,725 $ - $ 267,669 $ 53,026 $ 2,542,824 $ (41,247,569) $ (1,117,859) $ - $ 19,597,816
Expiry of warrants - - - - (53,026) - 53,026 - - -
Expiry of stock options - - - - - (11,427) 11,427 - - -
Stock options expensed - - - - - 144,327 - - - 144,327
FCTR Foreign currency translation - - - - - - - (80,238) - (80,238)
Net loss for the year - - - - - - (3,631,133) - (48,674) (3,679,807)
Balance, March 31, 2021 184,697,723 $ 59,099,725 $ - $ 267,669 $ - $ 2,675,724 $ (44,814,249) $ (1,198,097) $ (48,674) $ 15,982,098
Issuance of shares in private placement (net of issuance costs) (Note 14(a)) 14,945,913 4,793,789 - - - - - - - 4,793,789
Warrant valuation (Note 16) - (2,978,626) - - - - - - - (2,978,626)
Purchase of Azinam (net of costs) (Note 4) - - 20,766,996 - 7,806,000 - - - - 28,572,996
Purchase of non-controlling interest (Note 11) - - - - - - (48,674) - 48,674 -
Purchase of shares in associated company (Note 8) 1,200,000 432,000 - - - - - - - 432,000
Expiration of options (Note 14(c)) - - - - - (11,585) 11,585 - - -
Stock options exercised (Note 14(b)) 250,000 98,138 - - - (23,995) - - - 74,143
Exercise of cashless options (Note 14(c)) 1,599,999 1,696,583 - - - (1,696,583) - - - -
Stock options expensed (Note 17(a)) - - - - - 14,495 - - - 14,495
FCTR Foreign currency translation - - - - - - - (111,630) - (111,630)
Net loss for the year form continuing operations - - - - - - (5,252,387) - - (5,252,387)
Net loss for the year drom discontinued operations - - - - - - (1,304,937) - - (1,304,937)
Balance, March 31, 2022 202,693,635 $ 63,141,609 $ 20,766,996 $ 267,669 $ 7,806,000 $ 958,056 $ (51,408,662) $ (1,309,727) $ - $ 40,221,941
The accompanying notes are an integral part of these consolidated financial statements.
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Eco (Atlantic) Oil & Gas Ltd.
Consolidated Statements of Cash Flows
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Year ended
March 31,
2022 2021
Cash flow from operating activities
Net loss from continuing operations $ (5,252,387) $ (3,484,285)
Net loss from discontinued operations (1,304,937) (195,522)
Items not affecting cash:
Share-based compensation 14,495 144,327
Depreciation and amortization - 24,204
Accrued interest - 2,672
Revaluation of warrant liability 263,136 -
Share of losses of companies accounted for at equity 1,154,838 -
Changes in non‑cash working capital:
Government receivable (4,790) 13,518
Accounts payable and accrued liabilities (7,279) 41,583
Accounts receivable and prepaid expenses 530,121 (218)
Reallocation to discontinued operations cashflows (317,340) -
Net change in non-cash working capital items relating to discontinued operations 296,755 -
Advance from and amounts owing to license partners - (50,906)
(4,627,388) (3,504,627)
The accompanying notes are an integral part of these consolidated financial statements.
4
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
1. Nature of Operations
The Company’s business focuses on high growth, high impact energy projects - primarily through
identifying, acquiring, and exploring oil and gas assets. The Company's key oil and gas assets include an
interest in the Orinduik License (as defined below) offshore the Co-Operative Republic of Guyana
(“Guyana”), Block 2B and Block 3B/4B offshore the republic of South Africa (“South Africa”), four
licenses offshore the Republic of Namibia (“Namibia) and an indirect ownership of an interest in the Canje
Block offshore Guyana though a 7.3% investment in a privately owned company. The head office of the
Company is located at 7 Coulson Avenue, Toronto, ON, Canada, M4V 143.
On January 10, 2022, the Company announced that it had signed a Memorandum of Understanding to
acquire 100% of Azinam Group Limited (“Azinam Group”) (the “Acquisition”), including Azinam Group’s
entire offshore asset portfolio, in return for a 16.5% equity stake in the enlarged Company on completion
of the Acquisition. On February 8, 2021, the Company signed the definitive share purchase agreement and
the Acquisition closed on March 25, 2022 (see note 4).
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 consolidated financial statements were approved by the Board of Directors of the Company on July
29, 2022.
2. Basis of Preparation
The consolidated financial statements of the Company have been prepared on a historical cost basis with
the exception of certain financial instruments that are measured at fair value. Historical cost is generally
based on the fair value of the consideration given in exchange for assets.
3. Summary of Significant Accounting Policies
Statement of compliance
The Company applies International Financial Reporting Standards as issued by the International
Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee
("IFRIC").
The policies applied in these consolidated financial statements are based on IFRS issued and outstanding
as of April 1, 2021.
The significant accounting policies followed by the Company are summarized as follows:
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Equity method
Investments in associates are accounted for using the equity method. Investments of this nature are recorded
at original cost. Investments in associates which arise from a loss in control of a subsidiary are recorded at
fair value on the date of the loss of control. The investment is adjusted at each reporting date for the
Company’s share of the profit or loss of the investment after the date of acquisition.
Foreign currencies
These consolidated financial statements are presented in US dollars.
The functional currency of the Company and its subsidiaries is the US dollar, expect for Solear Ltd. and its
subsidiaries which have the European Euro as their functional currency.
Translation gains or losses resulting from the translation of the financial statements from the functional
currency to the presentation currency are recorded as a foreign currency translation reserve in the Statement
of Changes in Equity.
Within each entity, transactions in currencies other than the entity’s functional currency (“foreign
currencies”) are translated to the functional currency at the rate of exchange prevailing at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated to the
functional currency at the end of each reporting period at the period-end exchange rate. Exchange gains and
losses on the settlement of transactions and the translation of monetary assets and liabilities to the functional
currency are recorded in profit or loss.
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
The Company determines the classification of financial instruments at initial recognition. The classification
of its instruments is driven by the Company’s business model for managing the financial assets and their
contractual cash flow characteristics. Equity instruments that are held for trading (including all equity
derivative instruments) are classified as fair value through profit and loss (“FVTPL”). For other equity
instruments, on the day of acquisition, the Company can make an irrevocable election (on an instrument-
by-instrument basis) to designate them at fair value through other comprehensive income (“FVTOCI”).
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such
as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
Measurement
Financial assets and liabilities:
i) Financial instruments carried at FVTPL are initially recorded at fair value and transaction costs are
expensed in the consolidated statements of operations and comprehensive profit and loss. Realized and
unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are
included in the statements of net income (loss) in the period in which they arise. Where the Company has
opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit
risk will be recognized in other comprehensive income (loss).
ii) For other equity instruments, on the day of acquisition the Company can make an irrevocable
election (on an instrument-by-instrument basis) to designate them at fair value through other comprehensive
income (“FVTOCI”).
iii) Financial instruments carried at amortized cost are initially recognized at fair value plus or minus
transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
7
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
8
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
9
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
10
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
11
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
12
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
13
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
4. Acquisition
The Company completed and closed the Acquisition of the Azinam Group, including Azinam Groups' entire
offshore asset portfolio, in return for a 16.5% equity stake in the enlarged Company as of March 25, 2022.
The Acquisition resulted in the issuance to Azinam of 40,170,474 Shares (the "Consideration Shares") and
40,000,000 share purchase warrants (the “Consideration Warrants”).
22,296,200 Shares were issued on April 4, 2022 and the balance were issued in May 2022. The Company
acquired control on March 25, 2022, and the share consideration was classified as shares to be issued at
March 31, 2022.
The 40,000,000 Consideration warrants, exercisable only in the case of a producible commercial discovery
on Block 2B or Block 3B/4B, are as follows:
20,000,000 warrants exercisable at a price of CAD$1.00 per Share during the two years
immediately following the date of receipt of the final approval of the TSX Venture Exchange
(“TSX”), and
20,000,000 warrants exercisable at a price of CAD$1.50 per Share during the three years
immediately following the final approval of the TSX.
Such exercise dates to be extended in the event a well is not drilled on either Block 2B or Block 3B4B,
until such time as a well is drilled on either block and a producible commercial discovery declared.
At no time will Azinam be entitled to subscribe for and purchase such amount of Shares which, when
aggregated with its already exiting ownership of Shares, would result in Azinam Shareholders being the
registered or beneficial holder of more than 19.9% of the then issued and outstanding Shares, without the
prior written consent of the TSX and Eco and in accordance with the policies of the TSX.
8,034,094 Shares of the Second Tranche Shares and 4,000,000 Consideration Warrants have been placed
in escrow in accordance with the Azinam share purchase agreement, with such securities to be released to
the vendors on July 31, 2023, subject to there being no excess debt above $1.5 million within Azinam as
confirmed by a final balance sheet as at the Closing Date (to be prepared by Eco within 75 days of the
Closing Date) ("Excess Debt"). In the event that there is determined to be Excess Debt, such number of
escrowed securities as is equal to the Excess Debt amount divided by $0.44 will be returned to Eco's treasury
account.
In connection with the Acquisition, a fee of 350,000 Shares ("Bankers Shares") and US$50,000 were
payable to an arm’s-length third party in connection with their advisory services to the Company. The
Bankers Shares were included in shares to be issued at March 31, 2022 and were formally issued in May
2022.
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
4. Acquisition (continued)
The fair value of the acquired assets - the exploration licenses - which represent the Azinam Group’s only
significant asset, was determined to be $29,680,774, being the excess fair value of the Total Azinam
Consideration over the net book value of the Azinam Group assets.
The Acquisition has been accounted for as an asset acquisition as the Azinam Group at the time of
acquisition did not constitute a business in accordance with IFRS 3. The table below summarizes the fair
value of the purchase price and the allocation to net assets acquired:
March 25, 2022
Cash 2,590
Accounts receivable and prepaid expenses 204,151
Accounts payable and accrued liabilities (811,194)
Petroleum and natural gas licenses (note 10) 29,680,774
$ 29,076,321
5. Security Deposit
On January 8, 2021, the Company advanced $490,455 as collateral in respect of the Kozani Project grid
connection and will be released and returned to the Company upon signing a connection agreement with
Hellenic Electricity Distribution Network Operator, or sold. As of March 31, 2022, this amount has been
reclassified to the long-term assets held for sale (see note 11).
6. Short-term investments
As of March 31, 2022, the Company’s short-term investments comprise interest bearing deposits with its
primary bank of $52,618 (March 31, 2021 - $1,552,640).
7. Accounts receivable and prepaid expenses
Accounts receivable balances are reviewed for impairment on a case-by-case basis and are provided for
based on the deterioration of credit risk since initial recognition, at which time a provision is recognized in
the consolidated statements of operations and comprehensive profit and loss. If the credit risk has not
increased significantly, allowances are based on 12 month expected losses. If the credit risk has increased
significantly and if the loan receivable is impaired, the allowance is based on lifetime expected losses.
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
8. Investment in associate
16
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
17
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
18
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
19
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Amounts owing
Directors Consulting Stock based Option at March 31,
Fees Fees awards based awards Total 2022
Executive Directors
Gil Holzman - CEO $ - $ 406,532 $ - $ - $ 406,532 $ -
Colin Kinley - COO - 323,550 - - $ 323,550 26,963
Alan Friedman - Executive Vice President - 40,764 - - 40,764 3,517
Gadi Levin - Financial Director - 93,150 - - 93,150 -
Non Executive Directors -
Moshe Peterberg - Chairman of the board 122,400 - - - 122,400 30,600
Keith Hill 24,367 - - - 24,367 6,092
Peter Nicol 36,761 - - - 36,761 9,190
Helmut Angula 20,306 - - - 20,306 5,077
Officers
Alan Rootenberg - CFO - 23,699 - - 23,699 1,074
Kinley Exploration LLC, a company controlled by the COO - 151,028 - - 151,028 74,347
Total $ 203,834 $ 1,038,723 $ - $ - $ 1,242,557 $ 156,859
Amounts owing
Directors Consulting Stock based Option at March 31,
Fees Fees awards based awards Total 2021
Executive Directors
Gil Holzman - CEO $ - $ 377,023 $ - $ 2,559 $ 379,582 $ -
Colin Kinley - COO (*) - 360,000 - 2,559 362,559 38,733
Alan Friedman - Executive Vice President - 38,698 - 2,559 41,257 -
Gadi Levin - Financial Director - 94,999 - 1,281 96,280 -
Non Executive Directors
Moshe Peterberg - Chairman of the board 122,400 - - 2,559 124,959 31,240
Keith Hill 23,426 - - 2,559 25,985 -
Peter Nicol 35,679 - - 2,559 38,238 -
Helmut Angula 19,522 - - 2,559 22,081 5,520
Officers
Alan Rootenberg - CFO - 11,346 - - 11,346 2,837
Kinley Exploration LLC, a company controlled by the COO - 85,050 - - 85,050 7,088
Total $ 201,026 $ 967,117 $ - $ 19,196 $ 1,187,338 $ 85,417
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
Kozani land
lease liability Total
The Company has 16 leases with combined annual lease payments of EUR 19,075 per year, paid in advance,
for 23 years. The payments are discounted using a rate of 4%. Upon commencement of construction on one
of the properties, the lease rate will be double the base rate for the remainder of the lease term. This will be
accounted for prospectively when the rate change is triggered. See Note 11 regarding discontinued
operations.
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
a) On July 19, 2021, the Company completed a private placement financing of 14,945,913 units (“July
2021 Units”) at CAD$0.41 per Unit, for gross proceeds of $4,802,989. Each July 2021 Unit consist
of one Share and one Share purchase warrant exercisable at CAD$0.47 for a period of two years
(note 16 for valuation of warrants on July 19, 2021).
In connection with the offering the Company incurred issuance costs of $23,844, of which $9,200
was allocated to the Shares and $14,284 was allocated to the warrants. The amounts allocated to
the warrants are recorded in the statement of operations and comprehensive loss.
b) On September 6, 2021, 250,000 options with an exercise price of CAD$0.36 per option were
exercised into 250,000 shares. The options had a fair value of $23,995 at the time of issuance.
c) On January 11, 2022, the six directors of the Company and one senior manager elected to exercise
4,800,000 options which were due to expire at midnight on January 12, 2022, at an exercise price
of CAD $0.30.
In order to effect a cashless exercise, as permitted under the Company's Stock Option Plan, and
minimize dilution to shareholders, the Board has agreed to issue, in aggregate, 1,599,999 Shares in
lieu of the 4,800,000 options exercised, based on the closing price of the Company's Shares on the
TSXV on 11 January 2022 of CAD$0.45.
15. Restricted Share Units
On December 11, 2013, the Company approved a “fixed number” restricted share unit plan (the “RSU
Plan”), which was amended December 29, 2017. The RSU Plan is designed to provide certain directors,
officers, employees, and consultants of the Company with the opportunity to acquire RSU’s of the
Company. Each unit is equivalent in value to a Share and that upon vesting results in the holder thereof
being issued, at the discretion of the Board, a Share.
As at March 31, 2022, there are 343,000 issued and vested RSU’s and 7,004,933 RSU’s are available
for further issuance by the Company.
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
16. Warrants
A summary of warrants activity for the years ended March 31, 2022 and 2021 is as follows:
Weighted Average
Exercise
Price
Number of ($)
Warrants
Balance, March 31, 2020 and March 31, 2021 - -
Issued (a) 14,945,913 0.37
Balance, March 31, 2022 14,945,913 0.37
a) On July 19, 2021, the Company issued 14,945,913 warrants in connection with the private
placement financing (note 14a). The warrants have an exercise price denominated in a different
currency (Canadian dollars) than the functional currency of the Company. At the time of the grant,
these warrants were recorded at their fair value as a derivative liability and are revalued at the end
of each reporting period. During the year ended March 31, 2022, the Company recorded a loss on
the revaluation of the total warrant liability of $263,136, in the consolidated statements of
operations and comprehensive loss.
The Black-Scholes option pricing model was used to measure the derivative warrant liability with
the following assumptions:
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Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
a) Stock-based compensation expense is recognized over the vesting period of options. During the
year ended March 31, 2022, stock-based compensation in respect of stock option and RSU grants
amounted to $14,495 (March 31, 2021 – $144,327).
25
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
26
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
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.
During the year ended March 31, 2021, two wells were drilled, plugged, and abandoned by the Operator in
accordance with international standards and the Petroleum Regulations and the Government of Guyana, so
there is no further liability after the drilling program was completed.
During the year ended March 31, 2022, the Company did not drill any wells.
20. Capital and Risk Management
Capital Management
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 the year ended March
31, 2022. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.
27
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
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 March
31, 2022 all have contractual maturities of less than 90 days and are subject to normal trade terms.
The Company is dependent on obtaining financing to complete development, and upon future profitable
operations from the licenses or profitable proceeds from their disposition.
d) Foreign currency risk
In previous years, foreign exchange risk arose because most of the Company’s costs are in currencies other
than the Canadian dollar (then the functional currency). As a result of the change of the functional currency
of most of the operations to the US dollar, the Company has significantly reduced its foreign exchange risk.
Management periodically considers reducing the effect of exchange risk through the use of forward
currency contracts but has not entered into any such contracts to date.
Sensitivity to a plus or minus 10% change in rates would not have a significant effect on the net income
(loss) of the Company.
28
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
29
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
30
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
31
Eco (Atlantic) Oil & Gas Ltd.
Notes to the Consolidated Statements
For the years ended March 31, 2022 and 2021
(Expressed in US Dollars)
32