Eco Atlantic Oil & Gas : Q3 2024 Managements Discussion and Analysis

ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2023

Expressed in US Dollars

Prepared by:

ECO (ATLANTIC) OIL & GAS LTD. 7 Coulson Avenue Toronto, ON, Canada, M4V 1Y3 February 26, 2024

ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Introduction

The following Management's Discussion and Analysis (the "MD&A") of the financial condition and results of operations of Eco (Atlantic) Oil & Gas Ltd. and its subsidiary companies (individually and collectively, as the context requires, "Eco Atlantic" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the three and nine month period ended December 31, 2023. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2023, together with the notes thereto, as well as the Company's unaudited condensed interim consolidated financial statements for three and nine month period ended December 31, 2023 (the "Financial Statements"). These documents have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board. This MD&A contains forward-looking information that is subject to risk factors including those set out under "Forward Looking Information" below and elsewhere in this MD&A, including under "Risks and Uncertainties". Further information about the Company and its operations can be obtained from the offices of the Company or at www.ecooilandgas.com. All amounts are reported in US dollars, unless otherwise noted. This MD&A has been prepared as at February 26, 2024.

Forward Looking Information

Statements contained in this MD&A that are not historical facts are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of petroleum and/or natural gas; capital expenditures; costs, timing and future plans concerning the development of petroleum and/or natural gas properties; permitting time lines; currency fluctuations; requirements for additional capital; government regulation of petroleum and natural gas matters; environmental risks; unanticipated reclamation expenses; title disputes or claims; and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to operations; termination or amendment of existing contracts; actual results of drilling activities; results of reclamation activities, if any; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of petroleum and natural gas; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the petroleum and natural gas industries; delays in obtaining or failure to obtain any governmental approvals, licenses or financing or in the completion of development activities; as well as those factors discussed in the section entitled "Risks and Uncertainties " in this MD&A. Although the Company has attempted to identify important factors that may cause actual actions, events or results to differ materially from those described in forward- looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required by law.

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Nature of Business and Structure of the Company

The Company's business focuses on the generation of shareholder value through high growth energy projects - primarily through identifying, acquiring, and exploring oil and gas assets.

The Company operates in the Republic of Guyana ("Guyana"), the Republic of South Africa ("South Africa") and the Republic of Namibia ("Namibia").

The common shares of the Company (the "Common Shares") trade on the TSX Venture Exchange (the "TSXV") under the symbol "EOG.V", and on the AIM Market of the London Stock Exchange (the "AIM") under the symbol "ECO".

Overview of Operations

Eco (Atlantic) Guyana Inc. ("Eco Guyana"), the Company's wholly owned subsidiary, currently holds a 75% interest in the Orinduik Block offshore Guyana governed by a petroleum agreement between the Company, the Government of Guyana, Tullow Guyana B.V. and TOQAP Guyana B.V. (the "Orinduik License").

Effective June 28, 2021 and following a second investment in January 2022, the Company became the indirect owner of an interest in the Canje Block offshore Guyana (the "Canje Block") through the acquisition of a 7.35% interest in JHI Associates Inc. ("JHI"), a private company incorporated in Ontario and headquartered in Toronto, Canada. The Canje Block is operated by ExxonMobil and is held by Working Interest ("WI") partners Esso Exploration & Production Guyana Limited (35%), TotalEnergies E&P Guyana B.V. (35%), JHI Associates (BVI) Inc. (17.5%) and Mid-Atlantic Oil & Gas Inc. (12.5%) (together the "JV Partners").

The Company holds, through Azinam Limited and Azinam South Africa Limited, two wholly owned subsidiaries of the Company, interests in two offshore petroleum licenses in South Africa. The interests held are a 50% Operated Interest in Exploration Right Block 2B, (the "Block 2B"), and a 20% Working Interest in Exploration Right Block 3B/4B, (the "Block 3B/4B").

The Company also holds an 85% Operated Interest in four licenses in the Walvis Basin, Offshore Namibia ("Namibia Licenses"): (i) Petroleum Exploration License ("PEL") #097 (the "Cooper License") and (ii) PEL #099 (the "Guy License") (iii) PEL #098 (the "Sharon License") and (iv) PEL #100 (the "Tamar License"). The terms of the Namibia Licenses are governed by Petroleum Agreements (each, a "Namibia Petroleum Agreement" and collectively, the "Eco Namibia Petroleum Agreements") between the Company, its Namibia Licenses partners, and Namibia's Ministry of Mines and Energy.

The Company is in the development stage and has not yet commenced principal producing operations other than acquiring and analysing certain pertinent geological data in Guyana, South Africa and Namibia and drilling four (two in Orinduik and two in Canje) exploration wells in Guyana and one in South Africa. The Company is currently engaged in the exploration and development of its properties, in addition to evaluating the Jethro and Joe oil discoveries offshore Guyana and the AJ-1 discovery offshore SA, to determine the appropriate appraisal approach.

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Significant Developments

• On November 15, 2023, the Company announced the approval of the transfer of 60% Working Interest and Operatorship in the offshore Orinduik Block in Guyana from the Minister of Natural Resources, Republic of Guyana.
• On November 20, 2023, the Company announced the closing of the acquisition of Tullow Guyana B.V., renamed to Eco Orinduik B.V ("Eco Orinduik"), and as such, Eco became the Operator of the Orinduik Block and holds, in aggregate, a 75% Participating Interest via Eco Orinduik (60%) and Eco (Atlantic) Guyana Inc (15%). TOQAP Guyana B.V continues to hold a Participating Interest of 25%.
• On January 2, 2024, the Company announced all resolutions were duly passed by shareholders at the Company's Annual General Meeting in Toronto, Canada.
• On January 2, 2024, the Company announced that Dr Oliver Quinn had been elected as a Director of the Company subject to completion of the customary due diligence required in accordance with the AIM Rules for Companies and Nominated Advisers.
• On January 22, 2024, the Company confirmed the due diligence process had been completed and Dr Oliver Quinn had been appointed to Eco's Board as the nominee Director of Africa Oil Corp. ("Africa Oil"), which holds 14.84% of the Company's issued share capital.
• On January 22, 2024, Eco's wholly owned subsidiary, Azinam Limited received final government approval for the farm out of its 6.25% Participating Interest in Block 3B/4B to Africa Oil announced on July 11, 2023. As per the terms of the Assignment and Transfer Agreement, Eco received further payment of $2.5 million from Africa Oil.
• On January 22, 2024, Eco Orinduik as Operator of Orinduik Block, gave notice to the Minister of Natural Resources of the Cooperative Republic of Guyana ("MNR") to enter the Second Phase of the Second Renewal Period of the Orinduik License effective as of January 14, 2024. This Second Phase has a commitment to drill one exploration well to the Cretaceous formation during the remainder of the license period which ends on January 13, 2026.
  Further, Eco advised MNR that TOQAP Guyana B.V (the SPV joint entity held by TotalEnergies and QatarEnergy 60:40) had relinquished its 25% WI for strategic reasons and will not participate in the next phase, and that the former TOQAP Guyana B.V 25% WI will be assigned to Eco Guyana. Subject to the requisite government notifications, Eco will remain the Operator, holding 40% WI in the Orinduik License through Eco Guyana and 60% WI through Eco Orinduik.

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The location of the Company's exploration licenses are indicated on the maps below:

Guyana

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

South Africa

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Namibia

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

GUYANA

Orinduik Block

In 2015, Eco entered Guyana and began negotiations with the government minister of Natural Resources of the Cooperative Republic of Guyana ("MNR") to acquire a 100% interest in Orinduik Block, Guyana. The 1,354 km2 Orinduik Block governed by the Orinduik License is located 170 km offshore Guyana in the Suriname-Guyana basin and is situated in shallow to deep water (70m-1,400m). The Orinduik Block is adjacent to the ExxonMobil operated Stabroek block. The first ExxonMobil exploration well in Stabroek block, Liza-1, discovered ~one billion barrels of oil equivalent in 2015. Eco was awarded the Orinduik Petroleum License in 2016, alongside JV Partner and Operator, Tullow Oil Plc. ("Tullow"), and commenced technical work and seismic survey planning on the block. In 2018, the Partners elected to enter Phase Two of the Initial Period under the Petroleum Agreement and Prospecting License, and Eco farmed out 25% WI to Total E&P Activités Pétrolières ("Total") in preparation for a two well drilling campaign the following year. In August 2019, Total and Qatar Petroleum strengthened their international partnership globally in which Qatar Petroleum farmed into 40% of Total's 25% holding in the Orinduik Block. On March 15, 2021, the Department of Energy of the Government of Guyana provided final approval for the transfer of the TotalEnergies E&P Guyana B.V. 25% WI in the Orinduik License to a new company jointly owned by TotalEnergies E&P Guyana B.V. (60%) and Qatar Energy (40%), namely TOQAP Guyana B.V. ("TOQAP").

In August and September 2019, the Company announced two oil discoveries on the Orinduik License, the Jethro-1 and Joe-1 exploration wells respectively tested Lower and Upper Tertiary ages. Both wells were drilled within budget, with MWD logging tool and conventional wireline, and the reservoirs were high-qualityoil-bearing sands with good permeability. Fluid samples taken from both wells were sent for analysis by the Operator, samples recovered from Jethro-1 and Joe-1 were mobile heavy crudes with high sulphur content.

On December 9, 2019, the Partners elected to enter the next exploration phase (the "First Renewal Period") of the Orinduik License commencing January 14, 2020 through to January 13, 2023, and until the second renewal exploration period which will last until 2026. On February 3, 2020, the Company announced the filing of a National Instrument 51-101 compliant resource report on the Orinduik Block, offshore Guyana showing significant increase in Gross Prospective Resources to 5,141 MMBOE (771 MMBOE net to Eco) from previous estimate of Gross Prospective Resources of 3,981 MMBOE in March 2019.

On August 10, 2023, the Company announced that it had signed a Sale Purchase Agreement (the "Agreement") pursuant to which its wholly owned subsidiary, Eco Guyana Oil and Gas (Barbados) Limited, would acquire a 60% Operated Interest in Orinduik Block, offshore Guyana, through the acquisition of Tullow Guyana B.V. ("TGBV"), a wholly owned subsidiary of Tullow (the "Transaction") in exchange for a combination of upfront cash and contingent consideration.

Transaction summary:

$700,000 cash payment upon transfer of TGBV's 60% Participating Interest and operatorship of the Orinduik licence to Eco Guyana, to be paid to Tullow Overseas Holdings B.V., the parent of TGBV ("TOHBV") on completion of the Transaction (the "Initial Consideration").

Contingent consideration payable to TOHBV is linked to the success of a series of potential future milestones, as follows:

• $4 million in the event of a commercial discovery;
• $10 million payment upon the issuance of a production licence from the Government of Guyana; and

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

• Royalty payments on future production - 1.75% of the 60% Participating Interest entitlement revenue net of capital expenditure and lifting costs.

On November 15, 2023, the Company announced the approval of the transfer of 60% Working Interest and Operatorship in the offshore Orinduik Block in Guyana from the Minister of Natural Resources, Republic of Guyana.

On November 20, 2023, the Company announced the Transaction completion. Eco now holds an aggregate 75% Participating Interest via subsidiaries Eco Orinduik, which is the Operator of the Block holding 60% Participating Interest, and Eco (Atlantic) Guyana Inc. which holds 15% Participating Interest, TOQAP Guyana B.V holds a Participating Interest of 25%.

On January 22, 2024, as Operator, Eco Orinduik, gave notice to the MNR to enter the Second Phase of the Second Renewal Period of the Orinduik License effective as of January 14, 2024. This Second Phase has a commitment to drill one exploration well to the Cretaceous formation during the remainder of the license period which ends on January 13, 2026. Further, Eco advised MNR that TOQAP Guyana B.V (the SPV joint entity held by TotalEnergies and QatarEnergy 60:40) has relinquished their 25% WI for strategic reasons and will not participate in the next phase, and that the former TOQAP Guyana B.V 25% WI will be assigned to Eco Guyana. Subject to the requisite government notifications, Eco will remain the Operator holding 40% WI in Orinduik License through Eco Guyana and 60% WI through Eco Orinduik.

The JV Partners continue to evaluate the Orinduik geological modeling, 3D reprocessing, and prospects maturation to define the Cretaceous drilling target.

As of the date hereof, the remaining Exploration activities and the aggregate expenditure of such activities as estimated by management based on current costs for the Orinduik License is as follows(1):

				Expenditure				Company's share of
	Exploration Activities						Expenditure
			US$
							US$
	By January 2026	$	30,000,000	$		22,500,000
	∙ 2nd renewal period - Drill one further
	exploration well (contingent)						22,500,000
	Total	$	30,000,000	$

Note:(1) Drilling Exploration activities are not currently committed and cost estimates are based on management estimates for the costs if the relevant drilling exploration activity was to be undertaken as at the date of this document.

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

JHI ASSOCIATES INC.

Canje Block

JHI, a private company, holds a 17.5% WI in the 4,800km2 Canje Exploration Block offshore Guyana. The Canje Block is operated by ExxonMobil and is held by WI partners Esso Exploration & Production Guyana Limited (35%), with TotalEnergies E&P Guyana B.V. (35%), JHI Associates (BVI) Inc. (17.5%) and Mid-Atlantic Oil & Gas Inc. ("MOGI") (12.5%).

JHI is an oil and gas exploration company focused on frontier exploration In 2014, JHI teamed up with Guyana-based MOGI which was awarded the Canje Block in 2015. In 2016, ExxonMobil joined the Canje Block as operator, and in 2018 TotalEnergies farmed into the Block. Five years of extensive technical and seismic data analysis led to the identification of multiple drillable prospects and successfully applying for a multi-well drilling permit for a three well exploration program in 2021.

In September 2023, JHI completed an acquisition of North Falklands Basin Production Licence PL001, which covers approximately 1,126 square kilometres, is located in the North Falklands Basin immediately to the west of the giant Sea Lion Discovery.

As announced on June 28, 2021, Eco Atlantic acquired a 6.4% interest in JHI Associates Inc. with the option to increase its stake to 10% on a fully diluted basis.

In July and November 2021, two exploration wells Jabillo-1 and Sapote-1 results were announced by the Operator and JV on Canje Block. Both wells were drilled safely and tested the Upper Cretaceous aged reservoirs, reached planned target depths, and were evaluated but did not show evidence of commercial hydrocarbons.

The Sapote-1 well recorded hydrocarbon shows while drilling, and in the logging sequence, in a deeper interval than anticipated, but had no shows in the upper primary objective horizon. With sidewall coring and wireline logging complete, ExxonMobil and the JV are working to define the reservoir properties, including porosity and permeability, and the cored samples will be analysed for hydrocarbons.

On January 19, 2022, the Company announced that it had increased its interest in JHI, through the acquisition from an arm's length third party of an additional 800,000 shares in the capital of JHI, to 7.35% in consideration for the issuance to the arm's length party of 1,200,000 new Common Shares in Eco Atlantic.

South Africa

The Company holds two offshore petroleum licenses South Africa being Block 2B and Block 3B/4B.

Block 2B

Azinam South Africa Limited ("Azinam SA"), a wholly owned subsidiary of the Company, owns 50% WI of Block 2B, located in the Orange Basin and covers 3,062 km2 off the west coast of South Africa 300 km north of Cape Town with water depths ranging from 50 to 200 meters. Oil was discovered and tested on the block by Soekor in the A-J1 borehole drilled in 1988. Thick reservoir sandstones were intersected between 2,985 meters and 3,350 meters. The well was tested and flowed 191 barrels of oil per day of 36-degree API oil from a 10 meter sandstone interval at about 3,250 meters. The 686 km 2013 3D seismic data confirmed the up-dip prospectivity of the A-J1 discovery and significant further prospectivity up to a total of 1 billion barrels of oil on the Block 2B license area.

Under the terms of the Azinam SA's farmout agreement ("Azi 2B FOA") with Africa Energy Corp., Azinam SA has acquired a 50% participating interest in Block 2B and became the operator of Block 2B on behalf of the joint venture partners. Africa Energy Corp. retains a 27.5% participating interest in the block. Simultaneously, Panoro 2B Limited, a subsidiary of

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