Eco Atlantic Oil & Gas : Audited Financial Statements

Eco (Atlantic) Oil & Gas Ltd.

Consolidated Financial Statements

(in US Dollars)

March 31, 2023 and 2022

Eco (Atlantic) Oil & Gas Ltd.

Table of Contents

March 31, 2023 and 2022

Contents	Page
Independent Auditor's Report
Consolidated Financial Statements
Consolidated Statements of Financial Position	1
Consolidated Statements of Operations and Comprehensive Profit and Loss	2
Consolidated Statements of Changes in Equity	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	5 -35

Independent Auditor's Report

To the Shareholders of Eco (Atlantic) Oil & Gas Ltd.:

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, 2023 and

March 31, 2022, 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, 2023 and March 31, 2022, and its consolidated

financial performance and its consolidated cash flows for the years then ended in accordance with International

Financial Reporting Standards.

Basis for Opinion

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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

MNP LLP

50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2

T: 416.626.6000 F: 416.626.8650

Going concern

Key Audit Matter Description

The Company has incurred a net loss during the year ended March 31, 2023, has negative cash flows from

operations, and is reliant on external financing to continue its exploration activity. These conditions could indicate the

existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a

going concern. In accordance with IAS 1 Presentation of Financial Statements, management has assessed the

Company's ability to continue as a going concern. When management is aware of material uncertainties related to

events or conditions that may cast significant doubt on the Company's ability to continue as a going concern, the

entity shall disclose those uncertainties. Management has determined that the Company will have sufficient cash to

allow it to continue as a going concern for the period of at least, but not limited to, twelve months from the end of

the reporting period and accordingly, assessed that there were no material uncertainties related to events or

conditions that may cast significant doubt on the Company's ability to continue as a going concern.

We identified the assessment of whether there was a material uncertainty that the Company would continue as a

going concern as a key audit matter. There was a high degree of auditor judgment required to evaluate the

significant assumptions used in management's assessment including, but not limited to, the Company's ability to

raise additional funding, or, in the case where funding may not be readily obtained, the ability of the Company to

manage its cash expenditures until such funding becomes available.

Audit Response

We responded to this matter by performing audit procedures in relation to the assessment of whether there was a

material uncertainty that the Company would continue as a going concern. Our audit work in relation to this

included, but was not restricted to, the following:

• Assessed management's significant assumptions against norms within the industry.

• Evaluated the significant assumptions used in management's assessment including:

• Obtaining an understanding from management about the Company's existing financial conditions in

relation to the Company's ability to continue as a going concern;

• Assessment of the discretionary and non-discretionary spending;

• Evaluation of the Company's ability to curtail its discretionary spending until sufficient financing has been

obtained; and

• Testing of cash receipts subsequent to year-end.

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.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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.