June 30, 2020
ZENITH ENERGY LTD.
("Zenith" or the "Company")
Postponed publication of Year-End Results due to COVID-19
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN; OSE: ZENA-ME), the international oil & gas production company focused on African development opportunities announces that, in agreement with its independent auditor, PKF LittleJohn, and as a result of the ongoing significant logistical difficulties and restrictions on international travel caused by COVID-19, it has postponed the filing of its audited consolidated financial statements, management's discussion and analysis ("MD&A") and annual information form, inclusive of the reserves disclosure required by National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities, for the year ended March 31, 2020 (collectively, the "Year-End Filings"), in reliance on the exemption provided in ASC Blanket Order 51-517 - Temporary Exemption from Certain Corporate Finance Requirements (and similar exemptions provided by the other Canadian securities regulators).
In accordance with the Financial Conduct Authority's guidance published on March 26, 2020 regarding the extension of reporting full year results for listed companies subject to Chapter 4 of the Disclosure Guidance and Transparency Rules from 4 months to 6 months, the Company will publish its audited results for the year to March 31, 2020 on or before September 30, 2020.
Until the Company has filed the Year-End Filings, members of the Company's management and other insiders are subject to an insider trading black-out policy that reflects the principles in section 9 of National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
An update on material business developments since the filing of the Company's interim financial statements and accompanying MD&A for the period ended December 31, 2019 is described below, certain of which have already been disclosed in prior public announcements:
· On June 25, 2020, the Company announced it completed the handover process (the "Handover") of the Contract Rehabilitation Area to SOCAR in the Republic of Azerbaijan. As a result of the Handover, Zenith has ceased all oil production operations in Azerbaijan and all field production personnel, approximately 170 employees, have been transferred to a division of SOCAR.
· On June 9, 2020, the Company completed a private placement to raise an aggregate total amount of approximately NOK 7,600,000 (approximately £645,000) through the issuance of 80,000,000 common shares of no-par value in the capital of the Company.
· Effective May 29, 2020, the Company's common shares were voluntarily delisted from the TSX Venture Exchange.
· On May 5, 2020 the Company completed the acquisition from AIM listed Anglo African Oil & Gas plc of a 100 percent interest in its fully owned subsidiary in the Republic of the Congo, Anglo African Oil & Gas Congo S.A.U., which has a 56 percent majority interest in, and is the operator of, the Tilapia oilfield for total consideration of £200,000.
· On May 5, 2020, the Company completed a private placement to raise an aggregate total amount of approximately £540,000 or NOK 6,600,000 or CAD$900,000 through the issuance of 60,000,000 commons shares of no-par value in the capital of the Company.
· On April 20, 2020, the Company announced that its newly created wholly owned subsidiary Zenith Energy Netherlands B.V. ("Zenith Netherlands") had signed a conditional sale and purchase agreement ("SPA") with KUFPEC (Tunisia) Limited ("Seller"), a 100% subsidiary of Kuwait Foreign Petroleum Exploration Company K.S.C.C, a subsidiary of the State of Kuwait's national oil company, for the acquisition of a working interest in, inter alia, the North Kairouan permit and the Sidi El Kilani Concession (the "Tunisian Acquisition"), which contains the Sidi El Kilani oilfield ("SLK"). The Seller holds an undivided 22.5% interest in the Tunisian Acquisition, together with 25 Class B shares in Compagnie Tuniso-Koweito-Chinoise de Pétrole (CTKCP), the operator, representing 22.5% of the issued share capital of the company. Zenith's partners in the Tunisian Acquisition will include the national oil company of Tunisia, Entreprise Tunisienne d'Activités Pétrolières (ETAP) with a 55% interest and CNPC, China National Petroleum Corporation with a 22.5 % interest. The Seller has agreed to sell, assign and transfer to Zenith Netherlands the Tunisian Acquisition on the terms and subject to the conditions set out in the SPA.
· On April 8, 2020, the Company completed a private placement to raise an aggregate total amount of approximately £525,000 or NOK 6,750,000 or CAD$921,000 through the issuance of 75,000,000 commons shares of no-par value in the capital of the Company.
· On February 17, 2020, the Company completed a private placement to raise an aggregate total amount of approximately £300,000.00 through the issuance of 20,000,000 commons shares of no-par value in the capital of the Company.
Notes to Editors:
Zenith Energy Ltd. is an international oil and gas production company, listed on the London Stock Exchange (LSE:ZEN) and the Merkur Market of the Oslo Stock Exchange (ZENA:ME).
Zenith's development strategy is to identify and rapidly seize value-accretive hydrocarbon production opportunities in the onshore oil & gas sector, specifically in Africa. The Company's board of directors and senior management team have the experience and technical expertise to develop the Company successfully.
Forward Looking Statements. Certain statements contained in this press release may constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "proposed" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current believe or assumptions as to the outcome and timing of such future events. Such forward-looking information is subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. In particular, this press release contains forward-looking information relating to the anticipated filing of the Year-End Filings and the completion of the Tunisia Acquisition. Various assumptions or factors are typically applied in drawing conclusions or making the forecast or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.