April 5, 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")
AGM results, grant of stock options and announcement of entry into loan agreement
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN; TSX.V: ZEE), the international oil & gas production company operating the largest onshore oilfield in Azerbaijan, is pleased to announce, in accordance with section 11.4 of National Instrument 51-102 - Continuous Disclosure Obligations, the matters voted upon and the outcome of the votes held at the annual general meeting, ( the "AGM"), of Zenith shareholders on March 29, 2018 in Calgary, Alberta.
The convening of the AGM for the year ending March 31, 2017, had been communicated by the Company on February 28, 2018.
Summary of resolutions voted upon at the AGM:
1.) Election of the Board of Directors.
2.) Appointment of PKF Littlejohn LLP as auditor to the Company until the next AGM.
3.) Ratification of the Advance Notice Policy proposed by the Board of Directors on January 19, 2017.
4.) Approval of 2017 Salary Sacrifice Proposal submitted by Andrea Cattaneo, Chief Executive Officer and President of the Company.
5.) Approval of 2018 Salary Sacrifice Proposal submitted by Andrea Cattaneo, Chief Executive Officer and President of the Company.
6.) Approval of Stock Option Plan, pursuant to which non-transferable option to purchase common shares of the Corporation may be granted to directors, officers, consultants and employees of the Corporation, exercisable for a period of up to 5 years from the date of grant, provided that the number of common shares reserved for issuance under option will not exceed 10% of the issued and outstanding common share capital of the Company.
Voting Results
All of the resolutions presented before shareholders at the Company's AGM were passed. The resolutions presented received 99.98 percent of votes in favour with the exception of the Advance Notice Policy which received 93.85 percent of votes in favour.
The audited financial statements of the Company for the financial year ended March 31, 2017, evidencing the achievement of an EBITDA profit of CAD$573.673 million primarily reflecting the gain on business acquisition of the Company's Azerbaijan asset, as well as the accompanying auditor report, were presented to shareholders.
Granting of Stock Options
The Board of Directors resolved to grant its directors, certain employees and consultants a total of 10,500,000 stock options (the "Options"), in accordance with the Company's Stock Option Plan on April 3, 2018. A total of 9,500,000 Options have been granted to directors and persons discharging managerial responsibility ("PDMRs"). Further details of the Options awarded to directors and PDMRs are outlined below.
The exercise price of the Options is equivalent to the Company's TSXV closing price of March 26, 2018, being CAD$0.12 (approximately £0.067). The Options are fully vested and have the duration of five years from the date of granting.
The transaction is subject to regulatory approval from the TSX Venture Exchange.
Entry into short-term loan agreement
The Company entered into a five-month non-convertible loan agreement for the total amount of £230,000 on April 3, 2018. The loan has a repayment schedule of five instalments commencing on May 6, 2018 with an interest rate of 7.5 percent and can be settled at any time without penalty.
Mr Andrea Cattaneo has agreed to act as a third-party guarantor in support of the Company by pledging a total of 3,571,428 common shares in the Company, in which he has a direct beneficial interest, as collateral to the lender.
José Ramón López-Portillo, Chairman of the Board of Directors, commented:
"I am pleased to see such positive engagement and support from shareholders at Zenith's AGM.
We are at an important juncture in the Company's development with a number of opportunities that could easily propel us to the next phase in our journey.
Our activities in Azerbaijan remain our primary operational focus and I look forward to the team on the ground delivering increased production, having understood the challenges presented by the field's geology, against a backdrop of a highly encouraging sustained resurgence in oil prices."
For further information please contact:
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer
E-mail: [email protected]
Tel: +1 (587) 315 9031
Vigo Communications - PR Adviser
Patrick d'Ancona
Chris McMahon
Kate Rogucheva
Tel: +44 (0) 20 7830 9700
Daniel Stewart & Company Plc - (Joint Broker)
Robert Emmet- Corporate Broking
Nikhil Varghese- Corporate Finance
Tel: + 44 (0) 207 776 6550
Optiva Securities - (Joint Broker)
Christian Dennis
Tel: + 44 (0) 203 137 1903
Allenby Capital Limited - (Financial Adviser)
Nick Harriss
Nick Athanas
Tel: + 44 (0) 203 328 5656
Notes to Editors:
Zenith Energy Ltd. is an international oil and gas production company, dual listed on the Toronto Stock Exchange and London Stock Exchange.
The Company operates the largest onshore oilfield in Azerbaijan following the signing of a 25-year REDPSA, (Rehabilitation, Exploration, Development and Production Sharing Agreement), with SOCAR, State Oil Company of the Azerbaijan Republic, in 2016.
The Company's primary focus is the development of its Azerbaijan operations by leveraging its technical expertise and financial resources to maximise low-cost oil production via a systematic field rehabilitation programme intended to achieve significantly increased revenue. Zenith also operates, or has working interests in, a number of natural gas production concessions in Italy. The Company's Italian operations produce natural gas, natural gas condensate and electricity.
Zenith's development strategy is to identify and rapidly seize value-accretive hydrocarbon production opportunities in the onshore oil & gas sector. The Company's Board of Directors and senior management team have the experience and technical expertise to develop the Company successfully.
To find out more, visit www.zenithenergy.ca or follow Zenith on Twitter @zenithenergyltd
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
|
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 |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Pledging of common shares, in the capacity of third-party guarantor, as collateral for short-term loan. |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
n/a |
983,186 |
|
|
n/a |
591,131 |
|
|
n/a |
768,500 |
|
|
n/a |
1,025,000 |
|
|
n/a |
203,611 |
d) |
Aggregated information |
|
|
Aggregated volume |
3,571,428 |
|
Aggregated price |
n/a |
e) |
Date of the transaction(s) |
April 3, 2018 |
|
|
April 4, 2018 |
f) |
Place of the transaction |
London Stock Exchange |
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
|
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
5,221,429 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
1,312,858 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Luigi Regis Milano |
2 |
Reason for the notification |
a) |
Position/status |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
407,143 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Dario E. Sodero |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
203,571 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Erik Sture Larre |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
703,571 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Saadallah Al-Fathi |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
703,571 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
José Ramón López-Portillo |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
244,286 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Sergey Borovskiy |
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 |
Stock Options |
|
Identification code |
CA98936C1068 |
b) |
Nature of the transaction |
Granting of stock options |
c) |
Price(s) and volumes(s) |
Price(s) |
Volume(s) |
CAD$0.12 |
703,571 |
d) |
Date of the transaction(s) |
April 3, 2018 |
e) |
Place of the transaction |
Toronto Stock Exchange |
