REG - Zenith Energy Ltd - Private Placement in UK and Norway

Zenith EnergyAnnouncement

13/01/2025 07:15

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RNS Number : 0568T  Zenith Energy Ltd  13 January 2025

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      249,187,217              1                                   249,187,217
 Exchange on Admission.
 Common Shares in issue and admitted to trading on the Euronext Growth Market  415,083,443              1                                   415,083,443
 of the Oslo Børs, representing the newly enlarged total outstanding share
 capital of the Company.

 

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 (mailto: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
(http://www.zenithenergy.ca)

Twitter: @zenithenergyltd

LinkedIn:  https://bit.ly/3A5PRJb (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

 

 

 

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