TIDMZEN
RNS Number : 9742L
Zenith Energy Ltd
05 May 2020
May 5, 2020
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon
publication of this announcement via a regulatory information
service ("RIS"), the inside information contained in this document
is now considered to be in the public domain.
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Completion of Tilapia acquisition
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE:ZEN);
(TSXV:ZEE); (OSE:ZENA-ME), the international oil & gas
production company focused on African development opportunities ,
is pleased to announce the successful completion of the acquisition
from AIM listed Anglo African Oil & Gas plc ("AAOG") of a 100
percent interest in its fully owned subsidiary in the Republic of
the Congo, Anglo African Oil & Gas Congo S.A.U ("AAOG
Congo"),
which has a 56 percent majority interest in, and is the operator of, the Tilapia oilfield.
As announced on April 17, 2020, the Company entered into a
conditional deed of variation to vary the terms of a share purchase
agreement with AAOG for the acquisition of a 100 per cent interest
in AAOG Congo and related intercompany loans (the "Acquisition")
for a revised total consideration of GBP200,000
("Consideration").
In accordance with the terms of the amended share purchase
agreement, completion ("Completion") has taken place within one
business day of AAOG shareholder approval being obtained at the
AAOG general meeting held yesterday, May 4, 2020.
Pursuant to the terms of the share price agreement for the
Acquisition, AAOG has novated 100% of the intercompany loans with
AAOG Congo to Zenith as of the date of Completion, equivalent to
approximately GBP12.5 million
As previously announced, AAOG Congo has approximately US$5.3 million in receivables.
Zenith is now working to conclude the necessary regulatory
process in the Republic of the Congo to approve the transfer of
ownership, as well as finalising negotiations for a new 25-year
licence for Tilapia.
The Company confirms that, following Completion, it has now
assumed control of AAOG Congo and expects to shortly implement a
series of cost-cutting measures and management changes to maximise
efficiency in the current low oil price environment.
Andrea Cattaneo, Chief Executive Officer, commented:
"I am delighted to have now fully completed the acquisition of
Tilapia, especially under the recently renegotiated highly
favourable terms.
We have obtained exceptional value for Zenith shareholders, and
I am excited about our potentially transformational development
opportunities in the Republic of the Congo at Tilapia.
The Republic of the Congo is an enormously prospective
hydrocarbon province which has proven itself to be a very
supportive jurisdiction for junior, independent oil companies with
ambitious development objectives such as Zenith.
Our focus is now on finalising the necessary regulatory process
for the transfer of ownership, as well as concluding negotiations
for a new 25-year licence.
At the same time, our technical team is making all the necessary
operational preparations for planned drilling activities in well
TLP -103C.
I look to forward to further updating our shareholders on
Zenith's exciting progress in a number of areas in due course."
Completion of Private Placement announced on April 30, 2020
The Company is pleased to announce that it has now received
conditional approval for a private placement, first announced to
the market on April 30, 2020, to issue up to 60,000,000 new common
shares to raise gross proceeds of up to approximately GBP540,000 or
NOK6,600,000 or CAD$900,000 ("Private Placement").
Zenith has completed two fully subscribed offerings, one in the
United Kingdom (the "UK Financing"), and the other in Norway (the
"Norwegian Financing", collectively: the "Financings").
The Financings have attracted the participation of several
existing high net-worth private investors, an existing
institutional investor, as well as a Director of the Company to
raise an aggregate total amount of approximately GBP540,000 or NOK
6,600,000 or CAD$900,000.
The Financings are subject to final approval from the TSX
Venture Exchange.
Issue Price
The issue price of the Financings was GBP0.009 (0.9 pence) for
the UK Financing and NOK 0.11 for the Norwegian Financing.
Norwegian Financing
Zenith has issued a total of 30,153,059 common shares of no par
value in the capital of the Company in connection with the
Norwegian Financing (the "Norwegian Financing Common Shares") to
raise gross proceeds of NOK 3,317,000 (approximately GBP271,000 or
CAD$453,000).
An application for the Norwegian Financing Common Shares to be
listed on the standard segment of the FCA Official List and to be
admitted for trading on the London Stock Exchange Main Market for
listed securities (the "Norwegian Financing Admission") will be
made within 12 months of the issue of the Norwegian Financing
Common Shares.
UK Financing
Zenith has issued a total of 29,846,941 common shares of no par
value in the capital of the Company in connection with the UK
Financing (the "UK Financing Common Shares") to raise gross
proceeds of GBP269,000 (approximately CAD$447,000).
An application for the UK Financing Common Shares to be listed
on the standard segment of the FCA Official List and to be admitted
for trading on the London Stock Exchange Main Market for listed
securities (the "UK Financing Admission") will be made.
It is expected that the UK Financing Admission will become
effective and that unconditional dealings in the UK Financing
Common Shares will commence on or around 8.00 a.m. (BST) on
approximately May 12, 2020.
Director Dealing/ PDMR Shareholding
Mr. Andrea Cattaneo, Chief Executive Officer & President of
Zenith, has advised the Company that, in relation to the
aforementioned Norwegian Financing, he subscribed for 5,000,000
common shares of no-par value in the capital of the Company.
Following the aforementioned dealing, Mr. Cattaneo is directly
beneficially interested in a total of 57,984,115 common shares in
the capital of the Company, representing 8.15 percent of the total
issued and outstanding common share capital of the Company admitted
to trading on the TSX Venture Exchange and Merkur Market of the
Oslo Stock Exchange.
Total Voting Rights
The Company wishes to announce, in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
following updated information as a result of the Private
Placement.
Class of share Total number Number of Total number of
of shares voting rights voting rights per
per share class of share
Common Shares in issue
and admitted to trading
on the Main Market
of the London Stock
Exchange 313,400,824 1 313,400,824
Common Shares in issue
and admitted to trading
on the TSXV 712,072,921 1 712,072,921
Common Shares in issue
and admitted to trading
on the Merkur Market
of the Oslo Børs 712,072,921 1 712,072,921
Further Information:
Zenith Energy Ltd
Andrea Cattaneo, Chief Executive Officer Tel: +1 (587) 315 9031
E-mail: info@zenithenergy.ca
Novum Securities Limited - Broker
Colin Rowbury Tel: + 44 (0) 207 399 9400
Notes to Editors :
Zenith Energy Ltd. is an international oil and gas production
company focused on pursuing potentially transformational oil and
gas production opportunities in Africa. It is listed on the TSX
Venture Exchange (TSX.V:ZEE), London Stock Exchange (LSE:ZEN) and
Merkur Market of the Oslo Stock Exchange (ZENA:ME).
The Company was assigned a medium to long-term issuer credit
rating of "B+ with Positive Outlook" on October 9, 2019 by Arc
Ratings, S.A. On November 18, 2019, the Company was assigned a "B+"
with Stable Outlook debt issuer credit rating by Rating-Agentur
Expert RA.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial
responsibilities / person closely associated
a) Name Andrea Cattaneo
2 Reason for the notification
a) Position/status Chief Executive Officer & President
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
a) Name Zenith Energy Ltd.
b) LEI 213800AYTYOYD61S4569
4 Details of the transaction(s): section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
a) Description of Common Shares
the financial
instrument, type
of instrument
Identification CA98936C1068
code
b) Nature of the Purchase of Common Shares
transaction
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.11 5,000,000
d) Aggregated information
Aggregated volume N/A
Aggregated price N/A
e) Date of the transaction(s) May 4, 2020
f) Place of the transaction Merkur Market, Oslo Stock Exchange
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQUVARRRBUVRAR
(END) Dow Jones Newswires
May 05, 2020 08:23 ET (12:23 GMT)
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