January 24, 2018
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this announcement via a regulatory information service ("RIS"), the inside information contained in this document is now considered to be in the public domain.
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Issue of equity to fund field development programme, settlement of debt for shares and appointment of new joint broker
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 following the successful private placing in Canada, as announced on January 10, 2018, (the "Canadian Placing"), the Company has completed a placing in the UK (the "Placing") to raise gross proceeds of £677,800 (approximately CAD$1,158,000) by issuing 9,000,000 common shares of no par value in the capital of the Company (the "New Common Shares") at a price of £0.0742 (approximately CAD$0.1287) per New Common Share.
The New Common Shares were offered by the Company's brokers to certain investors, principally UK institutions, at the same sterling equivalent price as the Canadian Placing. The Placing garnered considerable interest, with the Company receiving offers for subscription significantly in excess of the maximum 9,000,000 New Common Shares that the Company was able to offer to UK investors.
The Company intends to use the proceeds of the Placing to finance its continued investment in its Azerbaijan field operations and for general working capital.
The New Common Shares will comprise approximately 8.088% of the Company's enlarged issued share capital at the date of the admission to trading on London Stock Exchange and are anticipated to be issued as depository interests in CREST in the United Kingdom. An application will be made for the New Common 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 ("Admission") as well as to be listed on the TSX Venture Exchange ("TSXV") in Canada. It is expected that Admission will become effective on February 2, 2018.
Under the terms of the Placing, Daniel Stewart & Company Plc were issued 180,000 warrants in the Company, priced at £0.0925, with an expiry date of two years from Admission.
The Placing is subject to the approval of the TSXV in Canada and Admission.
Appointment of Joint Broker
The Company is pleased to announce the appointment of Daniel Stewart & Company Plc as joint corporate broker to the Company on the London Stock Exchange with immediate effect.
Debt Settlement
The Company announces that it has agreed to issue 1,598,579 common shares (the "Settlement Shares") at a deemed price of CAD$0.14 to settle a debt of US$180,000 owed by the Company (the "Share Settlement").
The Settlement Shares, issued pursuant to the Share Settlement, will be subject to a contractual hold period of one year, inclusive of a four-month hold period under the rules and regulations of the TSX Venture Exchange and applicable Canadian securities laws.
The Share Settlement is subject to the final approval of the TSXV.
An application will be made for the Settlement 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 prior to the expiry of the hold period, as well as to be listed on the TSXV in Canada.
Total Voting Rights
Following the aforementioned transactions, the Company wishes to announce, in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the following information following Admission:
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 |
153,200,119 |
1 |
153,200,119 |
Common shares in issue and admitted to trading on the TSXV |
158,798,698 |
1 |
158,798,698 |
No shares are held in treasury. The above figure for total number of common shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Andrea Cattaneo, Chief Executive Officer of Zenith, commented:
"The Board of Directors has long stated its desire to attract institutional investment in the Company to support our long-term development. This placing is important as it marks the first significant investment by a number of institutional investors in Zenith. The level of interest we have received is clear evidence of the great value of the Zenith story and the exciting journey ahead."
For further information please contact:
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer
Email: [email protected]
Telephone: +1 (587) 315 9031
Beaufort Securities Limited - (Joint Broker)
Jon Belliss
Telephone: +44 (0) 207 382 8300
Daniel Stewart & Company Plc - (Joint Broker)
Robert Emmet- Corporate Broking
Nikhil Varghese- Corporate Finance
Telephone: + 44 (0) 207 776 6550
Optiva Securities - (Joint Broker)
Christian Dennis
Telephone: + 44 (0) 203 137 1903
Allenby Capital Limited - (Financial Adviser)
Nick Harriss
Nick Athanas
Telephone: + 44 (0) 203 328 5656
Yellow Jersey (Financial PR/IR)
Tim Thompson
Telephone: +44 (0) 203 735 8825
