February 13, 2024
ZENITH ENERGY
LTD.
("Zenith" or the
"Company")
Completion of financing with
institutional support
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTCQB: ZENAF), the
listed international energy production and development company with
a focus on opportunities in Central Asia and the USA, is
pleased to announce that it has completed private
placement in the United Kingdom (the "UK Financing"), and in Norway (the
"Norwegian Financing",
collectively, the "Financings").
The Financings have attracted the
participation of existing institutional investors, including
Premier Miton Investors, as well two Directors, Mr. Andrea Cattaneo
and Mr. Luca Benedetto, respectively the Chief Executive Officer
and Chief Financial Officer of the Company, to raise an aggregate
total amount of approximately £1,260,000 (equivalent to approx.
16,814,000 NOK and US$1,590,000), resulting
in the issuance of a total of 37,856,250 new common
shares.
Issue Price
The Financings were completed at
price of £0.03 (3 pence) for the UK Financing and NOK
0.42 for the Norwegian Financing, representing a premium in
respect of the closing price of the Company's equity securities on
both the London Stock Exchange and Euronext Growth Oslo on February
12, 2024.
Use
of Proceeds
The proceeds of the Financings will
be used to fund the Company's publicly announced acquisition
campaign in the US, to provide additional funding for Zenith's
existing production and development portfolio in Italy, as well as
for general working capital purposes.
Norwegian Financing
Zenith has issued a total of
29,556,250 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 12,373,600 NOK
(approximately £927,000).
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
8,300,000 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 £249,000 (approximately 3,324,000
NOK).
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 February 22, 2024.
Debt Settlement
The Company has allotted 2,658,914
Common Shares ("Debt Settlement
Shares") to certain service providers in lieu of cash
settlement for services provided to Zenith for a total value of
1,116,400 NOK (approximately £84,000).
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 (the "Norwegian Financing Admission") will be
made within 12 months of the issue of the Debt Settlement
Shares.
Director Dealing/ PDMR Shareholding
Mr. Andrea Cattaneo, Chief Executive
Officer & President of Zenith, has participated in the
Norwegian Financing by subscribing for 7,712,946 common shares
of no-par value in the capital of the Company.
Upon the Norwegian Financing
Admission, Mr. Cattaneo will be directly beneficially
interested in a total of 24,429,337 common
shares in the capital of the Company, representing
9.00% 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, also participated in the Norwegian Financing by
subscribing for 921,983 common shares of no-par value in the
capital of the Company.
Upon the Norwegian Financing
Admission, Mr. Benedetto will be directly beneficially interested
in a total of 3,694,655 common shares in the capital of the
Company, representing 1.36%
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 Admission of the UK Financing Common Shares, the Norwegian
Financing 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 in issue and admitted
to trading on the Main Market of the London Stock Exchange on
Admission.
|
201,437,074
|
1
|
201,437,074
|
|
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.
|
271,545,401
|
1
|
271,545,401
|
Luca Benedetto, Chief Financial Officer,
commented:
"We are pleased to have attracted the
continued support of institutional shareholders, including Premier
Miton Investors, a long-standing investor in
Zenith.
The Company is at a key juncture in its development as it
vigorously pursues the three publicly announced arbitrations
against the Republic of Tunisia and ETAP for a total cumulative
claimed amount of approx. US$140 million, its legal case against
SMP Energies in the Paris Commercial Court, as well as its
acquisition of revenue generating energy production assets in Italy
and the US.
In
addition, we are advancing the recently announced conditional
acquisition of Devonian Petroleum Limited, with the planned
transportation of the Company's fully owned drilling rig and
ancillary equipment to the Republic of Kazakhstan, which we are
seeking to fund by way of debt financing.
The Board believes that there are significant opportunities
for shareholder value creation during
2024."
Further Information:
|
Zenith Energy Ltd
Andrea Cattaneo, Chief Executive Officer
|
Tel: +1 (587) 315 1279
E: info@zenithenergy.ca
|
|
Allenby Capital Limited -
Financial Adviser
Nick Harriss
Daniel Dearden-Williams
|
Tel: + 44 (0) 203 328
5656
|
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 Venture
Market of the OTCQB (OTCQB: 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 0.42
|
7,712,946
|
|
|
d)
|
Date of the
transaction(s)
|
February 13, 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 Common
Shares
|
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
|
NOK 0.42
|
3,694,655
|
|
|
d)
|
Date of the
transaction(s)
|
February 13, 2024
|
|
|
e)
|
Place of the transaction
|
Off Market
|
|