Zenith Energy Ltd. (TSXV:ZEE) entered into share purchase agreement to acquire 80% stake in Anglo African Oil & Gas Congo S.A.U from Anglo African Oil & Gas plc (AIM:AAOG) for £1 million on December 24, 2019. As per terms of transaction, £0.5 million is to be satisfied in cash and will be paid in six equal monthly installments with the first installment due on completion and the last being six months later and £0.5 million to be satisfied by the issue of ordinary shares in the share capital of Zenith Energy Ltd. Anglo African Oil & Gas plc has agreed that it will not dispose of the consideration shares for a period of six months from completion and thereafter will dispose of the consideration shares in an orderly manner. As on March 24, 2020, Zenith Energy Ltd. decreased the consideration by 20% to £0.8 million to be paid in cash only and in ten equal monthly installments with the first payment due on completion of the acquisition. As a result of this amendment, Zenith Energy Ltd. will no longer issue any equity as part of the consideration for the acquisition. Upon completion, Zenith Energy Ltd. will fund Anglo African Oil & Gas plc share up to £4.2 million ($5.5 million) work, and the amount of any signature bonus required for the renewal of the License. Upon completion, Anglo African Oil & Gas plc and Zenith Energy Ltd. will sign up to a shareholders' agreement which will govern their future relationship as shareholders of Anglo African Oil & Gas Congo S.A.U. Upon completion, Zenith will own 80 percent of Anglo African Oil & Gas Congo S.A.U which has a 56 percent majority interest in, and is operator of, the Tilapia oilfield in the Republic of the Congo. As of January 6, 2020, Zenith Energy Ltd. reached an agreement to provide a secured loan facility to Anglo African Oil & Gas plc for a total amount of £250,000. The purpose of the Facility is to assist AAOG in addressing its immediate working capital requirements following the signing of a conditional share purchase agreement for Zenith's acquisition of an 80% interest in AAOG's fully owned subsidiary in the Republic of the Congo, Anglo African Oil & Gas Congo S.A.U. The Facility will be repayable at any time by AAOG with no early repayment penalties and will have an interest rate of 5% per annum which will be payable on final repayment. As on March 24, 2020, Zenith Energy Ltd. also confirm that the agreement to provide a secured loan facility to AAOG for a total amount of £250,000 has been terminated. Société Nationale des Pétroles du Congo owes Anglo African Oil & Gas Congo S.A.U approximately £4.1 million ($5.3 million), upon completion of 80% stake in Anglo African Oil & Gas Congo S.A.U, Zenith Energy Ltd. will take 80% of the amount owed by Société Nationale des Pétroles du Congo. As on April 17, 2020, Zenith Energy will now acquire 100% stake in Anglo African Oil & Gas Congo S.A.U from Anglo African Oil & Gas plc for £0.2 million. For the year ended December 31, 2018, Anglo African Oil & Gas Congo S.A.U reported total assets of £12 million. Brian Moritz and Nick Butler resign from Anglo African Oil & Gas plc. Zenith Energy Ltd. has appointed André Brice Boumbendje to its advisory committee.

Share and purchase agreement is conditional upon passing of ordinary resolution of shareholders of Anglo African Oil & Gas plc, certain regulatory requirements in the Republic of the Congo including consent of the Minister of Hydrocarbons and is subject to final regulatory approval from the TSX Venture Exchange. The disposal remains subject to certain regulatory requirements in the Republic of the Congo including notification to the Minister of Hydrocarbons. Should the Disposal complete, the Company will cease to own, control or conduct all, or substantially all, of its existing trading business, activities or assets, and will become an AIM Rule 15 cash shell. Further announcements will be made in due course. On January 13, 2020, Board of Anglo African Oil & Gas plc recommend the shareholders on disposal of 80% stake in Anglo African Oil & Gas Congo S.A.U. Zenith Energy Ltd passing of the resolution by the shareholders of Anglo African Oil & Gas plc to approve the sale of 80% in Anglo African Oil & Gas Congo SAU. The payment of the revised consideration shall not be conditional on ministerial consent. Zenith will assume responsibility for all liabilities within and ongoing costs at the revised completion date. As a result, shareholders in Anglo African Oil & Gas Congo will no longer have any exposure to the Tilapia asset or its liabilities or receivables from the revised completion date. The passing of the resolutions of the general meeting satisfies one of the conditions precedent to the disposal by the Company Capital reorganization. As of March 24, 2020, the revision to the amount of the Consideration and the mechanism by which it is to be settled is conditional only on the passing of a resolution to be put to shareholders of AAOG at a general meeting. Otherwise, the terms of the Acquisition, as detailed in Zenith's announcement dated December 27, 2019, remain unchanged. Anglo African Oil & Gas plc will apply the proceeds to pay down creditors, finance its day-to-day operations and to conduct due diligence over reverse takeover transactions. As of April 16, 2020, shareholders of Anglo African Oil & Gas plc has approved the amended consideration for the transaction. As of May 4, 2020, the transaction was approved by the shareholders of Anglo African Oil & Gas plc. The closing of the transaction will be done within one business day after shareholders approval of Anglo African Oil & Gas plc. Christopher Raggett, Giles Rolls, Teddy Whiley and Camille Gochez of FinnCap Ltd. acted as financial advisor to Anglo African Oil & Gas plc.