TIDMZEN
RNS Number : 0524F
Zenith Energy Ltd
17 March 2022
March 17, 2022
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Financing Update
Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE:
ZENA), the listed international energy production and development
company, is pleased to announce that it has entered into a
US$6,000,000 unsecured convertible loan facility (the "Facility")
with a consortium of institutional lenders (the"Lenders") , to
provide additional funding for the Company's field development
operations in Tunisia and potential near-term business development
in the Republic of the Congo.
Highlights
The Facility includes an initial immediate advance of
US$2,000,000 (the "Drawdown"). The Company has the right to draw
down up to a total capital exposure of US$2,000,000 every 4 months
from the Lenders.
Each Drawdown has a repayment term of 15 months, of which the
first three months of repayment holiday, and the remaining twelve
of equal principal instalments.
Zenith shall pay interest on the outstanding amount of the
Facility at the rate of 9% per annum (the "Interest Rate").
Under the terms of the Facility, the Company has issued the
Lenders with 92,094,691 share purchase warrants (the "Warrants") to
subscribe for the equivalent number of common shares of no par
value in the share capital of Zenith ("Common Shares") at a price
of NOK 0.1458 per Common Share (equivalent to approximately
GBP0.012) for subscription at any time, with a 24-month term from
the date of issuance, and subject to the articles of the Company
and the terms and conditions of the Facility.
During the term of the Note, the Lenders may, from time to time,
elect to convert varying amounts of Principal and Interest of the
Facility. Half of each Drawdown may be converted at 130% of the
relevant Reference Price, and half at 150% of the relevant
Reference Price, the Reference Price being the average of the 15
daily VWAPs, on the Euronext Growth Oslo, preceding each Drawdown.
The Lenders have trading restrictions meaning they cannot sell more
than 15% of monthly volume for the duration of the Facility.
No conversions will take place for the first 2 months following
each relevant drawdown. Conversions are restricted to no more than
30% of each Drawdown for the first 4 months.
An application will be made for any Common Shares issued and
allotted on exercise of the Warrants or Conversion to be admitted
to the standard segment of the Financial Conduct Authority UK
Official List and to trading on the Main Market for listed
securities of the London Stock Exchange (the "Admission") and the
Euronext Growth Oslo. The new Common Shares will rank pari passu in
all respects with the existing common shares of the Company.
In accordance with the terms of the Facility, repayment of each
Drawdown can be made in cash ("Cash Repayment") for a charge of
2.5% of the relevant Drawdown amount outstanding.
The Facility agreement includes normal warranties and default
clauses.
Pledging of shares by CEO as third-party guarantor
The Chief Executive Officer & President of the Company, Mr.
Andrea Cattaneo, has agreed to act as a third-party guarantor in
support of the Company, in connection with the Facility. On March
16, 2022, Mr. Cattaneo pledged a total of 11,228,022 common shares
in the capital of the Company, in which he has a direct beneficial
interest.
Andrea Cattaneo, Chief Executive Officer, commented:
" We are pleased to have concluded this finacing to further
reinforce our working capital position at a time of great activity
on a number of fronts for the Company, both in terms of asset
development and potential near-term asset acquisition.
In view of Zenith's upcoming planned sale of oil production in
Tunisia, as well as other potential share price catalysts, we shall
seek to avoid dilution taking place by repaying the Drawdown by way
of cash payments, as well as settling other outstanding loan
facilities in such a way that Zenith can continue to maximise the
benefits of the current energy pricing climate to significantly
improve its balance sheet.
I look forward to reporting on our progress in due course."
Further Information:
Zenith Energy Ltd
Tel: +1 (587) 315 9031
Andrea Cattaneo, Chief Executive E: info@zenithenergy.ca
Officer
Allenby Capital Limited - Financial
Adviser Tel: + 44 (0) 203 328 5656
Nick Harriss
Nick Athanas
Alternative Resource Capital -
Broker Tel: +44 (0) 207 186 9004
Tel: + 44 (0) 207 186 9005
Alex Wood
Keith Dowsing
Notes to Editors :
Zenith Energy Ltd. is an international oil and gas production
company, listed on the London Stock Exchange (LSE:ZEN) and the
Euronext Growth Market of the Oslo Stock Exchange (OSE:ZENA).
Zenith's development strategy is to identify and rapidly
complete value-accretive hydrocarbon production opportunities in
the oil & gas sector, specifically in Africa.
Follow us on LinkedIn:
https://www.linkedin.com/company/zenith-energy-limited/
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
-------------------------------- ------------------------------------
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 Common Shares
the financial instrument,
type of instrument
-------------------------------- ------------------------------------
Identification CA98936C1068
code
-------------------------------- ------------------------------------
b) Nature of the transaction Pledging of common shares,
in the capacity of third-party
guarantor, as collateral for
convertible loan facility signed
by the Company on March 16,
2022.
-------------------------------- ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
-------------------------------- ---------------- ------------------
n/a 11,228,022
------------------------------------- ---------------- ------------------
d) Aggregated information
-------------------------------- ------------------------------------
Aggregated volume 11,228,022
------------------------------------- ------------------------------------
Aggregated price n/a
------------------------------------- ------------------------------------
e) Date of the transaction(s) March 16, 2022
-------------------------------- ------------------------------------
f) Place of the transaction Off Market
-------------------------------- ------------------------------------
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END
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March 17, 2022 03:00 ET (07:00 GMT)
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