January 13, 2025
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Private Placement in UK and
Norway
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; PINK MARKET:
ZENAF), the listed international energy production and
development company, is pleased to announce that it has
completed a private placement with an institution in the United
Kingdom (the "UK
Financing"), a private placement in Norway with
institutional investors (the "Norwegian Financing"). The Company has
also issued broker shares (the "Broker Shares") (collectively, the
"Financings").
The Financings have included the participation
of new and existing investors, as well three Directors, Mr. Andrea
Cattaneo, Mr. Luca Benedetto and Mr. Sergey Borovskiy, respectively
the Chief Executive Officer, Chief Financial Officer and a
Non-Executive Director of the Company, to raise an aggregate total
amount of approximately £2,310,800 (equivalent to approx. NOK
32,611,560 ), resulting in the issuance of a total of 48,538,042
new common shares ("New Common
Shares").
Norwegian
Financing
Zenith has issued a total of 31,063,339 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 21,322,000 (approximately
£1,511,000).
An application for the Norwegian Financing
Common Shares to be listed on the Equity Shares (Transition)
category of the Official List and to trading on the London Stock
Exchange's main market for listed securities (the "Norwegian Financing Admission") will be
made within 12 months of the issue of the Norwegian Financing
Common Shares.
Issue of
Common Shares in respect of Director Loans
As detailed in the interim Financial Statements
for the six months ended 30 September 2024,
Mr. Andrea Cattaneo and Mr. Luca Benedetto, both
Executive Directors of the Company, each
made loans to Zenith in the
amount of £400,000 during the month of
April 2024 (the "Loan Amounts").
Luca Benedetto has assigned his Loan Amount to
Andrea Cattaneo pursuant to a novation agreement dated 12 January
2025.
The Loan Amounts have been satisfied
in full by way of an allotment of
16,326,531 new common shares to Mr.
Andrea Cattaneo in the capital of the Company
("Debt
Settlement Shares").
Application will be made for the Debt
Settlement Shares to be listed on the Equity Shares (Transition)
category of the Official List the standard segment of the FCA
Official List and to be admitted for trading on the London Stock
Exchange Main Market for listed securities which is anticipated to
occur on or around 28 January 2025 pursuant to the relevant
exemption under the Financial Conduct Authority's Prospectus
Regulation Rules.
UK
Financing
A UK institution has agreed to acquire
16,326,531 common shares of no-par value in the capital of the
Company at a price of £0.049 for gross proceeds of £800,000
(approximately 11,289,680 NOK) (the "UK Financing Common
Shares").
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. (GMT)
on or around January 28, 2025.
As the Company does not presently have
sufficient headroom to enable the admission of such shares which
are required to be issued without the production of a FCA approved
prospectus, the Company is proposing that Mr. Andrea Cattaneo loan
the relevant number of Common Shares to the Company by way of a
share loan agreement to facilitate the UK Financing by the
Company ("Share Loan
Agreement").
The Share Loan Agreement, which is conditional
on the Debt Settlement Shares being admitted, involves no
consideration being paid or security granted to Mr. Andrea Cattaneo
or any similar chargeable fee.
This UK Financing is subject to (i) the issue
of the Debt Settlement Shares to the directors and (ii) the
admission of the Debt Settlement Shares to the Equity Shares
(Transition) category of the Official List to be admitted for
trading on the London Stock Exchange Main Market for listed
securities.
Related Party
Transaction
As Mr. Andrea Cattaneo is the Chief Executive
Officer of the Company, the Share Loan Agreement is a material
related party transaction under the Disclosure Transparency &
Guidance Rules. The independent Directors of the Company, for the
purpose of this arrangement, have approved the arrangement as being
fair and reasonable from the perspective of the Company and its
shareholders.
Issue Price
The Norwegian Financing was completed at a
price of NOK 0.6864 per New Norwegian Financing Common Share,
representing a 23% discount in respect of the closing price
of the Company's equity securities on the Euronext Growth Oslo on
January 10, 2025.
The UK Financing was completed at a price of
£0.049 per UK Financing Common Share, representing a 20% discount
in respect of the closing price of the Company's equity securities
admitted to trading on the London Stock Exchange on January 10,
2025.
Use of
Proceeds
The proceeds of the Placements will be used to
fund the Company's publicly announced international arbitrations
against the Republic of Tunisia and ETAP, with specific attention
being deployed towards enforcement of the recent ICC-1 Arbitration
award, as well as for general working capital purposes.
Broker
Shares
The Company has allotted 1,148,172 new common
shares ("Broker Shares") to
OAK Securities in London (www.oak-securities.com) in lieu of cash
settlement for services provided to Zenith in connection with the
Financings for a total value of 788,105 NOK (equivalent to approx.
£55,850).
The Broker Shares will rank pari passu in all
respects with the existing common shares of the Company.
An application for the Broker
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 Broker Shares.
Director
Dealing/ PDMR Shareholding
Mr. Andrea Cattaneo, Chief Executive Officer
& President of Zenith, has participated in the Norwegian
Financing by subscribing for 1,713,299 Norwegian Financing
Common Shares of no-par value in the capital of the
Company.
Upon Admission, Mr. Cattaneo will be
directly beneficially interested in a total of
44,262,047 common shares in the capital of the
Company, representing 10.66% 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 Norwegian Financing by subscribing for
856,649 Norwegian Financing Common Shares of no-par value in the
capital of the Company.
Upon Admission, Mr. Benedetto will be directly
beneficially interested in a total of 11,913,355 common shares in
the capital of the Company, representing 2.87% percent of the total issued and
outstanding common share capital of the Company.
Mr. Sergey Borovskiy, a
Non-Executive Director of Zenith, has participated in the Norwegian
Financing by subscribing for 2,188,691 Norwegian
Financing Common Shares of no-par value in
the capital of the Company.
Upon Admission, Mr. Borovskiy will
be directly beneficially interested in a total of 5,404,778 common
shares in the capital of the Company,
representing 1.30% 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 and 3.11.5 (3) of the Euronext
Growth Oslo Rule Book Part II, the following information resulting
from Admission of the Debt Settlement Shares, the Norwegian
Financing Common Shares, and the Broker
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.
|
249,187,217
|
1
|
249,187,217
|
|
Common Shares in issue and admitted to trading
on the Euronext Growth Market of the Oslo Børs, representing the
newly enlarged total outstanding share capital of the
Company.
|
415,083,443
|
1
|
415,083,443
|
Andrea
Cattaneo, Chief Executive Officer, commented:
"We are
delighted to have secured institutional investment in Zenith at a
very significant juncture in our development as we work towards
enforcing the ICC-1 arbitration award and preparing for the ICC-2
arbitration, with the final court hearing scheduled to take place
next month.
We are
conscious of the importance to avoid unnecessary dilution and
deliver the greatest possible value to shareholders at a
potentially favourable time for the Company in its efforts to
obtain compensation for damages caused by the Tunisian authorities.
The participation in the placement by three Directors,
including myself, is evidence of our unwavering confidence in the
Company and its objectives."
Further
Information:
|
Zenith Energy Ltd
Andrea Cattaneo, Chief Executive Officer
|
Tel: +1 (587) 315 1279
E: info@zenithenergy.ca
|
|
OAK Securities
Jerry Keen/Henry Clarke
|
+44 203 973 3678
info@oak-securities.com
|
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 Common Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.6864
|
1,713,299
|
|
|
d)
|
Date of the transaction(s)
|
January 13, 2025
|
|
|
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 Common Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.6864
|
856,649
|
|
|
d)
|
Date of the transaction(s)
|
January 13, 2025
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|
|
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
|
Receipt of Debt Settlement Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
£0.049
|
16,326,531
|
|
|
d)
|
Date of the transaction(s)
|
January 13, 2025
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|
|
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
|
Loan to Company of Debt Settlement
Shares.
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
£0.049
|
16,326,531
|
|
|
d)
|
Date of the transaction(s)
|
January 13, 2025
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|
|
1
|
Details of the person discharging managerial
responsibilities / person closely associated
|
|
|
a)
|
Name
|
Sergey Borovskiy Alexandrovich
|
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
Non-Executive 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 0.6864
|
2,188,691
|
|
|
d)
|
Date of the transaction(s)
|
January 13, 2025
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|