February 3, 2025
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. 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 £2,888,000 (equivalent to approx. NOK 40,624,000 or
USD 3,580,000), resulting in the issuance of a total of 30,316,359
new common shares ("New Common
Shares").
An application for the New 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 will be made within 12 months of the issue of the New
Common Shares.
Issue
Price
The Placement was completed at a price of
NOK 1.34 per New Common
Share, representing a 22% discount in
respect of the closing price of the Company's equity securities on
the Euronext Growth Oslo on January 31, 2025.
Use of Proceeds
The proceeds of the Placement will be used for
general working capital purposes and to provide additional funding
for any requirements that may arise in respect of the Company's
publicly announced international legal arbitrations against the
Republic of Tunisia.
Director Dealing/ PDMR Shareholding
Mr. Andrea Cattaneo, Chief Executive Officer &
President of Zenith, has participated in the Placement by
subscribing for 5,242,537 New 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 49,504,584 common shares in the capital of the Company,
representing 11.11% 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 2,097,015
New 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 14,010,370 common shares in
the capital of the Company, representing 3,14% 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 Placement by subscribing for
314,552 New 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 5,719,330 common shares in
the capital of the Company, representing 1.28% percent of the total issued and
outstanding common share capital of the Company.
Debt
Settlement
The Company has issued 314,552 Common Shares
("Debt Settlement Shares")
in settlement of certain debts in lieu of cash payment for a total
value of 421,500 NOK (equivalent to approx. £30,000 and
US$37,400).
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 Equity Shares (Transition) category of the Official
List and to trading on the London Stock Exchange's Main Market for
listed securities will be made within 12 months of the issue of the
Debt Settlement Shares.
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 New Common Shares issued in connection with
the Placement 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.
|
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.
|
445,714,354
|
1
|
445,714,354
|
Andrea Cattaneo, Chief Executive Officer,
commented:
"We are pleased to
have strengthened our cash position, made possible by the
incremental appreciation of our market value in view of the
Company's significant potential.
The final stage in
respect of the ICC-2 arbitration, with total claims in the amount
of approximately US$130 million, is expected to take place during
the latter part of February 2025.
Separately, the
final court hearing in respect of the Paris Commercial Court case
against SMP Energies by the Company's fully owned subsidiary, with
total claims in the amount of approximately US$9 million, is
expected to take place by the end of March/ early April
2025.
The Board has made
a careful selection surrounding the investments it has accepted
into the Company. It is pleased to disclose that the Placement has
solely been subscribed by existing institutional investors who
hold long-term positions and fully support the Board in its
strategic vision for the Company.
I am also pleased
to confirm, in consideration of the activities we are currently
pursuing, that we do not foresee the need for any additional equity
capital raising prior to the issuance of the ICC-2 Arbitration
decision."
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 1.34
|
5,242,537
|
|
d)
|
Date of the transaction(s)
|
February 3, 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 New Common
Shares
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
NOK 1.34
|
2,097,015
|
|
d)
|
Date of the
transaction(s)
|
February 3, 2025
|
|
e)
|
Place of the transaction
|
Off Market
|
