Zenith Energy, the international oil & gas production company focused on African development opportunities, has announced the successful completion of the acquisition from AIM listed Anglo African Oil & Gas plc ('AAOG') of a 100 percent interest in its fully owned subsidiary in the Republic of the Congo, Anglo African Oil & Gas Congo ('AAOG Congo'), which has a 56 percent majority interest in, and is the operator of, the Tilapia oil field.
As announced on April 17, 2020, the Company entered into a conditional deed of variation to vary the terms of a share purchase agreement with AAOG for the acquisition of a 100 per cent interest in AAOG Congo and related intercompany loans for a revised total consideration of £200,000.
In accordance with the terms of the amended share purchase agreement, completion has taken place within one business day of AAOG shareholder approval being obtained at the AAOG general meeting held on May 4, 2020.
Pursuant to the terms of the share price agreement for the Acquisition, AAOG has novated 100% of the intercompany loans with AAOG Congo to Zenith as of the date of Completion, equivalent to approx. £12.5 million.
As previously announced, AAOG Congo has approx. US$5.3 million in receivables.
Zenith is now working to conclude the necessary regulatory process in the Republic of the Congo to approve the transfer of ownership, as well as finalising negotiations for a new 25-year licence for Tilapia.
The Company confirms that, following Completion, it has now assumed control of AAOG Congo and expects to shortly implement a series of cost-cutting measures and management changes to maximise efficiency in the current low oil price environment.
Andrea Cattaneo, Chief Executive Officer, commented:
'I am delighted to have now fully completed the acquisition of Tilapia, especially under the recently renegotiated highly favourable terms.
We have obtained exceptional value for Zenith shareholders, and I am excited about our potentially transformational development opportunities in the Republic of the Congo at Tilapia.
The Republic of the Congo is an enormously prospective hydrocarbon province which has proven itself to be a very supportive jurisdiction for junior, independent oil companies with ambitious development objectives such as Zenith.
Our focus is now on finalising the necessary regulatory process for the transfer of ownership, as well as concluding negotiations for a new 25-year licence.
At the same time, our technical team is making all the necessary operational preparations for planned drilling activities in well TLP-103C.
I look to forward to further updating our shareholders on Zenith's exciting progress in a number of areas in due course.'
Completion of Private Placement announced on April 30, 2020
The Company is pleased to announce that it has now received conditional approval for a private placement, first announced to the market on April 30, 2020, to issue up to 60,000,000 new common shares to raise gross proceeds of up to approx. £540,000 or NOK6,600,000 or CAD$900,000.
Zenith has completed two fully subscribed offerings, one in the United Kingdom (the 'UK Financing'), and the other in Norway (the 'Norwegian Financing').
The Financings have attracted the participation of several existing high net-worth private investors, an existing institutional investor, as well as a Director of the Company to raise an aggregate total amount of approx. £540,000 or NOK 6,600,000 or CAD$900,000.
The Financings are subject to final approval from the TSX Venture Exchange.
The issue price of the Financings was £0.009 (0.9 pence) for the UK Financing and NOK 0.11 for the Norwegian Financing.
Source: Zenith Energy