May 5, 2020 ZENITH ENERGY LTD. ("Zenith" or the "Company") Completion of Tilapia acquisitionZenith 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 listedAnglo African Oil & Gas plc ("AAOG") of a 100 percen. interest in its fully owned subsidiary in theRepublic 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 onApril 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 £200,000 ("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 £12.5 million As previously announced, AAOG Congo has approximatelyUS$5.3 million in receivables. Zenith is now working to conclude the necessary regulatory process in theRepublic 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 greatly excited about our potentially transformational development opportunities in theRepublic of the Congo at Tilapia. TheRepublic 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 first announced onApril 30, 2020 The Company is pleased to announce that it has now received conditional approval for a private placement, first announced to the market onApril 30, 2020 , to issue up to 60,000,000 new common shares to raise gross proceeds of up to approximately £540,000 orNOK6,600,000 orCAD$900,000 ("Private Placement"). Zenith has completed two fully subscribed offerings, one in theUnited Kingdom (the "UK Financing"), and the other inNorway (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 £540,000 orNOK 6,600,000 orCAD$900,000 . The Financings are subject to final approval from theTSX Venture Exchange . Issue Price The issue price of the Financings was £0.009 (0.9 pence ) for theUK Financing andNOK 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 ofNOK 3,317,000 (approximately £271,000 orCAD$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 theUK Financing (the "UK Financing Common Shares") to raise gross proceeds of £269,000 (approximatelyCAD$447,000 ). An application for theUK Financing Common Shares to be listed on the standard segment of the FCA Official List and to be admitted for trading on theLondon Stock Exchange Main Market for listed securities (the "UK Financing Admission") will be made. It is expected that theUK Financing Admission will become effective and that unconditional dealings in theUK Financing Common Shares will commence on or around8.00 a.m. (BST) on approximatelyMay 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 theTSX Venture Exchange andMerkur Market of theOslo Stock Exchange . Total Voting Rights The Company wishes to announce, in accordance with theFinancial Conduct Authority's Disclosure Guidance and Transparency Rules, the following updated information as a result of the Private Placement. Class of share Total number of shares Number of voting rights per share Total number of voting rights per class of share Common Shares in issue and admitted to trading on the Main Market of theLondon 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.caNovum Securities Limited - BrokerColin 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 inAfrica . It is listed on theTSX Venture Exchange (TSX.V:ZEE),London Stock Exchange (LSE:ZEN) andMerkur Market of theOslo Stock Exchange (ZENA:ME). The Company was assigned a medium to long-term issuer credit rating of "B+ with Positive Outlook" onOctober 9, 2019 byArc Ratings, S.A. OnNovember 18, 2019 , the Company was assigned a "B+" with Stable Outlook debt issuer credit rating by Rating-Agentur Expert RA.
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