Mr. Gary Wine of Pan African reports

PROPOSED AMALGAMATION OF PAN AFRICAN OIL LTD. WITH A WHOLLY OWNED SUBSIDIARY OF ECO (ATLANTIC) OIL & GAS LTD.

Pan African Oil Ltd., Eco Oil & Gas Ltd. and 1864361 Alberta Ltd., a wholly owned subsidiary of Eco Atlantic (Subco), have entered into an amalgamation agreement pursuant to which Pan African and Subco will amalgamate and the former shareholders of Pan African will receive (subject to adjustment) up to 0.326 of a common share of Eco Atlantic in exchange for each common share of Pan African formerly held. The resulting corporation will be a wholly owned subsidiary of Eco Atlantic.

The amalgamation will strengthen Eco Atlantic's position as the dominant licence holder, offshore Namibia, a region with the potential to deliver world-class petroleum discoveries. The amalgamation will also deliver cost savings and other efficiencies for the combined Namibian operations.

In connection with the amalgamation, each one common share purchase warrant of Pan African will be exchanged for one common share purchase warrant of Eco Atlantic, with the exercise price and number of Eco shares issuable adjusted to account for the exchange ratio. Additionally, each one incentive stock option of Pan African will be exchanged for one incentive stock option of Eco Atlantic, with the exercise price and number of Eco shares issuable to be adjusted to account for the exchange ratio.

The amalgamation is subject to a number of conditions typical in a transaction of this nature, including, without limitation, the approval by: (i) at least 66-2/3 per cent of the votes cast by Pan African shareholders, and (ii) a majority of the minority of Pan African shareholders in accordance with Multilateral Instrument 61-101 (protection of minority shareholders in special transactions) at a special meeting of Pan African shareholders, expected to be held Jan. 21, 2015, and the approval of the TSX Venture Exchange. Pan African is exempt from the formal valuation requirements of Section 4.3 of MI 61-101 pursuant to an exemption provided in Section 4.4 (a) of MI 61-101.

On closing of the amalgamation, Eco Atlantic expects to receive, in addition to Pan African's Namibian petroleum licences, approximately $3.1-million in cash. To the extent the closing balance excluding transaction costs is less, the exchange ratio will be adjusted.

Lock-up agreements and voting support agreements

Eco Atlantic and Pan African have agreed to deliver lock-up agreements with their respective directors and officers and each shareholder holding or exercising control or direction over 10 per cent or more of the aggregate issued and outstanding Pan African shares or Eco shares, as applicable. The lock-up agreements will provide that such directors, officers and shareholders will, among other things, not assign or transfer their Eco shares for up to six months from the effective date of the amalgamation.

Pan African has also agreed to deliver voting agreements from each Pan African director and officer and each shareholder holding or exercising control or direction over 10 per cent or more of the aggregate issued and outstanding Pan African shares. The voting agreements provide that such directors, officers and shareholders will support and vote in favour of the amalgamation at the meeting.

Pan African management

Immediately prior to the closing of the amalgamation, Pan African's employment agreements with Mr. Wine, an officer and director of Pan African, and Mr. Miller, an officer of Pan African, will be terminated. Upon termination, Mr. Wine and Mr. Miller will receive change-of-control payments in an amount not to exceed $300,000 in the aggregate, which amount represents a significant discount to the change of control payments, which would otherwise have been payable to Mr. Wine and Mr. Miller under the terms of their respective employment agreements with Pan African. Subsequently, Mr. Wine and Mr. Miller will be engaged by Eco Atlantic as consultants to facilitate the incorporation of Pan African's assets in the Republic of Namibia into Eco Atlantic's current portfolio of petroleum assets and will receive an aggregate of 1.2 million Eco Atlantic stock options.

In connection with the amalgamation, Pan African and Eco Atlantic have agreed to transfer all of the issued and outstanding securities of PAO Energy Ltd., a wholly owned subsidiary of Pan African operating in the Federal Republic of Nigeria, to Mr. Wine and Mr. Miller, or their nominee. Pan African and Eco Atlantic have also agreed to transfer all rights, title and interest in the names, URLs, logos, and the registered marks or trademarks of Pan African and certain of its subsidiaries to Mr. Wine and Mr. Miller, or their nominee.

Advisory fees

In connection with the amalgamation, Pan African expects to pay an advisory fee in the amount of $175,000 to an arm's-length party.

Eco Atlantic amends outstanding stock options

Eco Atlantic announces that, further to the news release dated Aug. 29, 2014, it amended the terms of its 5.92 million issued and outstanding stock options by reducing the exercise price of the options to 30 cents per Eco share.

We seek Safe Harbor.