Zenith Energy, the listed international energy production and development company, has completed a private placement with an institution in the United Kingdom, a private placement in Norway with institutional investors. The Company has also issued broker shares.

The Financings have included the participation of new and existing investors, as well three Directors, Mr. Andrea Cattaneo, Mr. Luca Benedetto and Mr. Sergey Borovskiy, respectively the Chief Executive Officer, Chief Financial Officer and a Non-Executive Director of the Company, to raise an aggregate total amount of approximately £2,310,800 (equivalent to approx. NOK 32,611,560 ), resulting in the issuance of a total of 48,538,042 new common shares.

Norwegian Financing

Zenith has issued a total of 31,063,339 common shares of no-par value in the capital of the Company in connection with the Norwegian Financing to raise gross proceeds of NOK 21,322,000 (approximately £1,511,000).

An application for the Norwegian Financing Common Shares to be listed on the Equity Shares category of the Official List and to trading on the London Stock Exchange's main market for listed securities will be made within 12 months of the issue of the Norwegian Financing Common Shares.

Issue of Common Shares in respect of Director Loans

As detailed in the interim Financial Statements for the six months ended 30 September 2024, Mr. Andrea Cattaneo and Mr. Luca Benedetto, both Executive Directors of the Company, each made loans to Zenith in the amount of £400,000 during the month of April 2024.

Luca Benedetto has assigned his Loan Amount to Andrea Cattaneo pursuant to a novation agreement dated 12 January 2025. 

The Loan Amounts have been satisfied in full by way of an allotment of 16,326,531 new common shares to Mr. Andrea Cattaneo in the capital of the Company.

Application will be made for the Debt Settlement Shares to be listed on the Equity Shares category of the Official List the standard segment of the FCA Official List and to be admitted for trading on the London Stock Exchange Main Market for listed securities which is anticipated to occur on or around 28 January 2025 pursuant to the relevant exemption under the Financial Conduct Authority's Prospectus Regulation Rules.

UK Financing

A UK institution has agreed to acquire 16,326,531 common shares of no-par value in the capital of the Company at a price of £0.049 for gross proceeds of £800,000 (approximately 11,289,680 NOK) (the "UK Financing Common Shares").

It is expected that the UK Financing Admission will become effective and that unconditional dealings in the UK Financing Common Shares will commence on or around 8.00 a.m. (GMT) on or around January 28, 2025.

As the Company does not presently have sufficient headroom to enable the admission of such shares which are required to be issued without the production of a FCA approved prospectus, the Company is proposing that Mr. Andrea Cattaneo loan the relevant number of Common Shares to the Company by way of a share loan agreement to facilitate the UK Financing by the Company. 

The Share Loan Agreement, which is conditional on the Debt Settlement Shares being admitted, involves no consideration being paid or security granted to Mr. Andrea Cattaneo or any similar chargeable fee.

This UK Financing is subject to (i) the issue of the Debt Settlement Shares to the directors and (ii) the admission of the Debt Settlement Shares to the Equity Shares (Transition) category of the Official List to be admitted for trading on the London Stock Exchange Main Market for listed securities. 

Issue Price

The Norwegian Financing was completed at a price of NOK 0.6864 per New Norwegian Financing Common Share, representing a 23% discount in respect of  the closing price of the Company's equity securities on the Euronext Growth Oslo on January 10, 2025.

The UK Financing was completed at a price of £0.049 per UK Financing Common Share, representing a 20% discount in respect of the closing price of the Company's equity securities admitted to trading on the London Stock Exchange on January 10, 2025.

Andrea Cattaneo, Chief Executive Officer, commented:
"We are delighted to have secured institutional investment in Zenith at a very significant juncture in our development as we work towards enforcing the ICC-1 arbitration award and preparing for the ICC-2 arbitration, with the final court hearing scheduled to take place next month.

We are conscious of the importance to avoid unnecessary dilution and deliver the greatest possible value to shareholders at a potentially favourable time for the Company in its efforts to obtain compensation for damages caused by the Tunisian authorities.  

The participation in the placement by three Directors, including myself, is evidence of our unwavering confidence in the Company and its objectives."

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