Eco Atlantic Oil & Gas : Management Discussion Analysis

ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2023

Expressed in US Dollars

Prepared by:

ECO (ATLANTIC) OIL & GAS LTD. 7 Coulson Avenue Toronto, ON, Canada, M4V 1Y3 July 31, 2023

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 year ended March 31, 2023. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2022, together with the notes thereto, as well as the Company's unaudited condensed consolidated interim financial statements for year ended March 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 July 31, 2023.

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", and on the AIM Market of the London Stock Exchange (the "AIM") under the symbol "ECO".

Overview of Operations

Oil and Gas exploration

Eco (Atlantic) Guyana Inc. ("Eco Guyana"), the Company's wholly owned subsidiary, currently holds a 15% 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 26.25% 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 "Ministry").

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

Renewable Energy development

During 2021, the Company's subsidiary, Eco (BVI) Oil and Gas Ltd, was renamed Solear Ltd., to source, acquire and develop an exclusive pipeline of potential high yield solar energy projects, with a geographic focus in southern Europe. An independent senior team was engaged in the review and analysis of several development projects with potentially promising returns to seek to generate shareholder value.

In February 2022, the Board of directors approved the sale of the Kozani project and resolved to discontinue the renewable energy operations and focus on oil and gas exploration. On November 25, 2022, the Company completed the sale of the Kozani project for total proceeds of €2.3 million (US$2.4 million).

Significant Developments

• On June 27, 2022, the Company announced the entering into of a farm out agreement for the acquisition of an additional 6.25% Participating Interest (the "PI") in Block 3B/4B (the "Block 3B/4B Farmout"). On July 6, 2022 the Company announced receipt of TSXV approval of the acquisition which resulted in the issuance of 2,702,702 Common Shares at a deemed price of CAD$0.48 per Common Share and a cash amount of $1 million to the vendor of the PI (the "Vendor"). Upon fulfillment of future conditions the Vendor is entitled to receive: (i) a cash amount of $500,000 (ii) Common Shares, at a deemed price of CAD$0.48 per Common Share, having an aggregate value of $500,000 (or alternatively in lieu of such Common Shares, at the Company's sole discretion, pay an additional amount of US$500,000 to the Vendor such that the cash consideration is $1 million); (iii) Common Shares a deemed price of CAD$0.48 per Common Share having an aggregate value of $3 million, which Common Shares will be subject to contractual lock up restrictions; (iv) Common Shares at a deemed price of CAD$0.48 per Common Share, having an aggregate value of $2 million; and (v) Common Shares equal to $2 million divided by the greater of (i) the value of the 30 day VWAP per Common Share prior to the date of the press release announcing the issue of such Common Shares; and (ii) the lowest issuance price then allowed by the rules of the TSXV and AIM (to the extent then listed on such markets, otherwise the average (if listed on more than one market) on such markets as the Common Shares are then listed) subject to a maximum of 10,000,000 Common Shares.
• On June 27, 2022, the Company announced the successful completion of an equity financing on a private placement basis for gross proceeds of $12.3 million (the "Financing"). The Financing resulted in the issuance of 33,406,531 Common Shares, at a deemed price of CAD$0.48 per Common Share, and an equal amount of warrants with each such warrant exercisable into one additional Common Share upon payment of CAD$.5215. TSXV approval for the Financing was announced by the Company on July 6, 2022.

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ECO (ATLANTIC) OIL & GAS LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

• On August 12, 2022, the Company announced that the Island Innovator Semi- Submersible rig, owned by Island Drilling Company AS was released and mobilised for South Africa.
• On October 4, 2022, the Company announced commencement of operations on the Gazania-1 well on Block 2B, 25km offshore the Northern Cape in Orange Basin South Africa. The Gazania-1 prospect is targeting a 300 million barrels light oil resource.
• On October 27, 2022 the Petroleum Agency of South Africa ("PASA") approved the operator's application to extend the Block 3B/4B license (being the first renewal of the Exploration Right) and to move into the first extension period of two years. The deed ratifying such extension was signed on December 2, 2022.
• On November 15, 2022, the Company submitted a Production Right Application to the PASA, for Block 2B, based on the existing oil discovery of AJ-1 and potential future operations.
• On November 18, 2022, the Company announced that the Gazania-1 well on Block 2B, offshore South Africa, which spudded on October 10, 2022, reached target depth of 2,360m but did not show evidence of commercial hydrocarbons. The well was plugged and abandoned as planned. Gases normally associated with light oil were encountered throughout the drilling of the well.
• On November 25, 2022, the Company completed the sale of its 100% interest in the Kozani Photovoltaic Development Project for total proceeds of €2.3 million (US$2.4 million).
• On December 19, 2022, the Company announced that it had received the requisite regulatory approvals from the Department of Mineral Resources and Energy ("DMRE") of South Africa and the PASA in respect of the acquisition by its wholly owned subsidiary Azinam Limited ("Azinam") of an additional 6.25% Participating Interest in Block 3B/4B, offshore South Africa from the Lunn Family Trust (the "Vendor"), one of the shareholders of Ricocure (Proprietary) Limited ("Ricocure") (the " Acquisition"), which was the final condition in respect of completion. The Company also announced that it had issued 21,060,000 shares of the Company to complete the Block 3B/4B Farmout. Accordingly, Eco, through Azinam, holds an increased Participating Interest of 26.25% in Block 3B/4B, with Africa Oil Corp., the operator of the block, holding a 20% Participating Interest, and Ricocure, holding the remaining 53.75% Participating Interest.
  The operator of Block 3B/4B, the JV partners are working together to collectively farmout up to 55% gross WI in the block, which is currently in a farm-out agreement negotiation stage. The operator and JV Partners will update the market as appropriate and should a farm-out agreement be concluded.
• On December 29, 2022, the Company announced that all the resolutions were duly passed by shareholders at the Company's Annual General Meeting held in Toronto, Canada on December 29, 2022.

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