September 28, 2017
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Issue of CEO Salary Sacrifice Shares and Transfer of Shares
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; TSX.V: ZEE) the dual listed international oil & gas production company operating the largest onshore oilfield in Azerbaijan, is pleased to announce that Mr. Andrea Cattaneo, Chief Executive Officer and President of the Company, has today, in accordance with TSX Venture Exchange ("TSXV") rules, partially swapped his salary for the first two quarters of the 2018 financial year for the equivalent of CAD$2,500.00 per month in exchange for common shares in Zenith ("Salary Sacrifice Shares"). Under TSXV rules, the Company may not issue Salary Sacrifice Shares beyond the value of CAD$2,500.00 each month, without disinterested shareholder approval.
The Company announced on January 25, 2017 that Mr. Cattaneo had proposed to the Board of Directors to swap his full salary for the next twelve months, effective from February 1, 2017 (the "Salary Proposal"), in exchange for common shares in the Company. Zenith's Board of Directors agreed to the Salary Proposal subject to the filing of an application with the TSXV and the receipt of approval of the Salary Proposal, including how such Salary Sacrifice Shares would be priced, from the TSXV.
On April 12, 2017, the Company announced that it has been informed by the TSXV that the Salary Proposal required the approval of shareholders, and that the Board of Directors proposed to put a resolution before shareholders at the Company's next AGM to approve the Salary Proposal, however with a revised start date of the beginning of the Company's financial year, April 1, 2017. The resolution proposes that the Salary Sacrifice Shares are issued on a quarterly basis (with the first batch to include all Salary Sacrifice Shares accrued since April 1, 2017) at a price that is the highest between: (i.) the average price at which the Company's common shares traded during the period, based on the mid-market closing price on the London Stock Exchange on each trading day, plus 15 per cent, and (ii.) the discounted market price on the TSXV at the time the Salary Sacrifice Shares are issued.
As a result, Mr. Cattaneo will receive 111,131 common shares ("New Shares") in the capital of the Company at an average price of £0.0925 (approximately CAD$0.15399) for the period April 1, 2017 until September 30, 2017.
An application will be made for the New Shares to be admitted to the standard segment of the Financial Conduct Authority Official List and to trading on the Main Market for listed securities of the London Stock Exchange (the "Admission"). An application will also be made for the New Shares to be listed on the TSX Venture Exchange. It is expected that Admission will become effective and unconditional dealings in the New Common Shares will begin on October 4, 2017.
Transfer of Shares
Mr. Cattaneo has advised the Company that he has today transferred 920,000 common shares in the capital of the Company to certain financial advisers as compensation for personal financial services provided directly to Mr. Cattaneo. This intention was announced by the Company on September 27, 2017.
Following the issue of the New Shares, the Company's issued share capital will comprise 129,174,277 issued and outstanding Common Shares with one voting right per share. No shares are held in Treasury. The total number of voting rights in the Company will therefore be 129,174,277.
As a result of these two transactions, Mr. Cattaneo will be beneficially interested in a total of 2,838,616 common shares in the Company, representing 2.20 per cent of the Company's issued common share capital, as enlarged by the issue of New Shares.
For further information, please contact
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer & President
Email: [email protected]
Telephone: +1 (587) 315 9031
Telefax: +1 (403) 775 4474
Allenby Capital Limited - (Joint Broker)
Nick Harriss
Nick Athanas
Richard Short
Telephone: + 44 (0) 203 328 5656
Optiva Securities - (Joint Broker)
Christian Dennis
Telephone: + 44 (0) 203 137 1903
Yellow Jersey (Financial PR/IR)
Tim Thompson
Telephone: +44 (0) 203 735 8825
