October 28, 2024
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Completion of Private Placement and Debt
Settlement
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTC PINK: ZENAF),
the listed international energy production and development company,
is pleased to announce that it has completed a private
placement in Norway (the "Placement") and a Debt Settlement (the
"Debt
Settlement").
The Placement has attracted the participation
of existing investors, as well three Directors, Mr. Andrea
Cattaneo, Mr. Sergey Borowskiy and Mr. Luca Benedetto, raising an
aggregate total amount of approximately NOK 11,938,353 (equivalent
to approx. £841,000 and US$1,092,000), resulting in the issuance of
a total of 62,833,440 new Common Shares ("New Common Shares").
Issue Price
The Placement was completed at price of NOK
0.19, representing a premium to the closing price of the Company's
equity securities admitted to trading on the Euronext Growth Oslo
on October 25, 2024.
Use of
Proceeds
The proceeds of the Placement will be used to
provide additional funding in support of the Company's
international arbitrations against the Republic of Tunisia, as well
as for general working capital purposes.
An application for the new 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 will be made within 12 months of the issue of
the new Common Shares.
Debt
Settlement
The Company has issued 32,166,560 Common Shares
("Debt Settlement Shares")
in settlement of certain debts in lieu of cash payment for a total
value of 6,111,646 NOK (equivalent to approx. £430,000 and
US$559,000).
The Debt Settlement Shares will rank pari passu
in all respects with the existing common shares of the
Company.
An application for the Debt Settlement
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 will be made within 12 months of
the issue of the Debt Settlement Shares.
Warrants
The Company has issued 95,000,000 share
purchase warrants (the "Warrants") exercisable at a price of
NOK 0.29, applying a ratio of 1:1 in connection with the Placement
Shares and Debt Settlement Shares, with a fixed duration of two
years from the date of issuance.
Director
Dealing/ PDMR Shareholding
Mr. Andrea Cattaneo, Chief Executive Officer
& President of Zenith, has participated in the Placement by
subscribing for 18,119,411 New Common Shares of no-par value
in the capital of the Company.
Following the Placement, Mr. Cattaneo will
be directly beneficially interested in a total of
42,548,748 common shares in the capital of the
Company, representing 11.61% percent of the total issued
and outstanding common share capital of the Company admitted to
trading on the Euronext Growth Oslo.
Mr. Luca Benedetto, Chief Financial Officer of
Zenith, participated in the Placement by subscribing for 7,361,011
New Common Shares of no-par value in the capital of the
Company.
Following the Placement, Mr. Benedetto will be
directly beneficially interested in a total of 11,055,706 common
shares in the capital of the Company, representing 3.02% percent of the total issued and
outstanding common share capital of the Company.
Mr. Sergey Borowskiy, Director of Zenith, also
participated in the Placement by subscribing for 2,831,158 New
Common Shares of no-par value in the capital of the
Company.
Following the Placement, Mr. Borowskiy will be
directly beneficially interested in a total of 3,216,087 common
shares in the capital of the Company, representing 0.88% percent of the total issued and
outstanding common share capital of the Company.
Total Voting
Rights
The Company wishes to announce, in accordance
with the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules and section 3.10 of the Euronext Growth Oslo
Rule Book Part II, the following information resulting from the
issuance of the New Common Shares and the Debt Settlement
Shares.
|
Class of share
|
Total number of shares
|
Number of voting rights per share
|
Total number of voting rights per class of
share
|
|
Common Shares admitted to trading on the Main
Market of the London Stock Exchange on Admission.
|
232,860,686
|
1
|
232,860,686
|
|
Common Shares in issue and admitted to trading
on the Euronext Growth Market of the Oslo Børs, representing the
newly enlarged outstanding share capital of the Company following
the Placement.
|
366,545,401
|
1
|
366,545,401
|
Andrea
Cattaneo, Chief Executive Officer, commented:
"We are
hopeful that there will be a potential favourable decision in the
ICC 1 Arbitration expected to be published prior to the close of
the year. Zenith has taken every step to minimise expenditure and
direct its financial resources and management attention towards the
international arbitration proceedings initiated against the
Republic of Tunisia.
The Board has
every confidence in the merit of our legal position. The
participation in the Placement of three Directors, including
myself, is evidence of our unwavering belief in the material
opportunity for Zenith and its shareholders to be compensated for
the very significant damages caused by the Tunisian
authorities."
Further
Information:
|
Zenith Energy Ltd
Andrea Cattaneo, Chief Executive Officer
|
Tel: +1 (587) 315 1279
E: info@zenithenergy.ca
|
Notes to
Editors:
Zenith Energy Ltd. is a revenue
generating, independent energy company with energy production,
exploration and development assets in North Africa, the US
and Europe. The Company is listed on the London Stock Exchange
Main Market (LSE: ZEN), the Euronext Growth of the Oslo Stock
Exchange (OSE: ZENA) and the Pink Markets of the OTC
(OTC PINK: ZENAF).
Zenith's strategic focus is on pursuing
development opportunities through the development of proven revenue
generating energy production assets, as well as low-risk
exploration activities in assets with existing
production.
For more information, please
visit: www.zenithenergy.ca
Twitter: @zenithenergyltd
LinkedIn: https://bit.ly/3A5PRJb
Market Abuse
Regulation (MAR) Disclosure
The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018
("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this
inside information is now considered to be in the public
domain.
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 the financial
instrument, type of instrument
|
Common Shares of No Par
Value
|
|
|
|
Identification code
|
CA98936C8584
|
|
|
b)
|
Nature of the transaction
|
Subscription for New Common Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.19
|
18,119,411
|
|
|
d)
|
Date of the
transaction(s)
|
October 28, 2024
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
|
a)
|
Name
|
Luca Benedetto
|
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
Chief Financial Officer
|
|
|
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 the financial
instrument, type of instrument
|
Common Shares of No Par
Value
|
|
|
|
Identification code
|
CA98936C8584
|
|
|
b)
|
Nature of the transaction
|
Subscription for New Common
Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.19
|
7,361,011
|
|
|
d)
|
Date of the
transaction(s)
|
October 28, 2024
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
|
a)
|
Name
|
Sergey Borowskiy
Alexandrovich
|
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
Director
|
|
|
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 the financial
instrument, type of instrument
|
Common Shares of No Par
Value
|
|
|
|
Identification code
|
CA98936C8584
|
|
|
b)
|
Nature of the transaction
|
Subscription for New Common
Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.19
|
2,831,158
|
|
|
d)
|
Date of the
transaction(s)
|
October 28, 2024
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|