April 16, 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")
Update on Proposed Acquisition in Indonesia
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 provide an update regarding its progress on the possible acquisition of an oil production asset located in Indonesia (the "Proposed Acquisition"). The Company announced on March 28, 2018, that it had entered into an exclusivity and a binding option to purchase agreement (the "Agreement") for the Proposed Acquisition.
Due Diligence on the Proposed Acquisition (the "Due Diligence")
The Due Diligence encompasses an evaluation of the legal, accounting, petroleum and fiscal aspects of the Proposed Acquisition. The Company announced on March 28, 2018, that it had until April 30, 2018 to undertake its Due Diligence on the Proposed Acquisition. Zenith can today announce that the Due Diligence is underway and that, in agreement with the vendor, it has extended the completion deadline for the Due Diligence to May 15, 2018.
After completing the Due Diligence, the Company has a period of 15 days to choose to exercise the binding option to complete the Proposed Acquisition (the "Option") for a total consideration of US$6,600,000 (the "Consideration"). The Consideration shall be payable as to 50 per cent., (US$3,300,000), within 7 business days of exercising the Option (the "First Payment"), and the balance, (US$3,300,000), payable by the deadline of August 31, 2018.
The Company will provide an update regarding the progress of the Proposed Acquisition once the Due Diligence has been completed. The Proposed Acquisition remains at an early stage and there can be no guarantee that it will be successfully completed. Completion of the Proposed Acquisition remains conditional on, inter alia, satisfactory completion of the Due Diligence, the entering into a share purchase agreement and financing of the Consideration.
Completion of the Proposed Acquisition may be subject to regulatory approval from the TSXV.
Down-payment of US$100,000 (the "Deposit")
Andrea Cattaneo, Chief Executive Officer and President of the Company, has advised Zenith that the Deposit has been paid in full. The Company had announced on March 28, 2018, that Mr Cattaneo had agreed to make a down payment of US$100,000 by April 15, 2018. If the Company exercises the Option, then the Deposit will be offset against the First Payment, and the Company will reimburse Mr Cattaneo the US$100,000. In the event that during the Due Diligence the Company finds negative discrepancies greater than 5% of the book values stated in the Proposed Acquisition's financial statements dated February 28, 2018, then the Deposit shall be refunded to Mr Cattaneo. If the Company decides not to exercise the Option for any other reason during the Due Diligence, then Mr Cattaneo will forfeit the Deposit.
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
