REG - Zenith Energy Ltd - Completion of Private Placement & Debt Settlement

Zenith EnergyAnnouncement

03/02/2025 07:15

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RNS Number : 6266V  Zenith Energy Ltd  03 February 2025

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 (mailto: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
(http://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

  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 1.34                                                                                  314,552
 d)   Date of the transaction(s)                                   February 3, 2025
 e)   Place of the transaction                                      Off Market

 

 

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