Files Application to Cease to be a Reporting Issuer in Canada and Updates Release of Year-End and Q1 Results Due to COVID-19 Related Delays

2020-08-12 / @thenewswire

(TheNewswire)

TheNewswire - August 12, 2020 - Zenith Energy Ltd. ("Zenith" or the "Company"), (LSE:ZEN); (OSE:ZENAME), the international oil & gas production company focused on African development opportunities announces that it has now applied to the Alberta Securities Commission (“ASC”), as principal regulator, for an order (the “Requested Order”) that the Company has ceased to be a reporting issuer in British Columbia and Alberta.

If the Requested Order is granted by the ASC, the Company will cease to be a reporting issuer in any jurisdiction in Canada and will no longer be required to file financial statements and other continuous disclosure documents with the Canadian securities regulatory authorities.

If the Requested Order is granted, Zenith will continue to file all financial statements and other continuous disclosure materials required to be filed by it in accordance with the applicable laws of the United Kingdom and Norway and the rules of the Main Market of the London Stock Exchange (the “LSE”) and the Merkur Market of the Oslo Børs (the “OSE”).

Canadian resident securityholders will continue to have access to all financial statements and other continuous disclosure documents required to be filed publicly by the Company on the LSE and OSE as required by the applicable laws of the United Kingdom and Norway. All such continuous disclosure documents of the Company are publicly available to all Company securityholders on the Company’s website at www.zenithenergy.ca.

The Company’s securityholders resident in Canada will continue to receive copies of the continuous disclosure documents that are required to be delivered to security holders in the United Kingdom and Norway, in the same manner and at the same time as are required under the applicable securities laws of United Kingdom and Norway and the rules of the LSE and OSE.

Update on release of year-end and Q1 results

Zenith previously announced on June 29, 2020 as updated on July 29, 2020 that, as a result of logistical issues and delays caused by COVID-19, it would postpone 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 (the “Blanket Relief”) (and similar exemptions provided by the other Canadian securities regulators). Given the Company expects to cease to be a reporting issuer, it will not provide the Year-End Filings by August 13, 2020, as previously announced, to Canadian securityholders.

The Company also announces it will rely on the Blanket Relief in respect of its interim financial statements, MD&A and the related officer certifications for the financial period ended June 30, 2020 (collectively, the “Interim Filings”), and postpones such filings until no later than September 28, 2020.

Until the Company has filed the Year-End Filings and Interim 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 previous announcement on July 29, 2020 is described below, certain of which have already been disclosed in prior press releases:

- On August 10, 2020, the Company announced it had incorporated Zenith Energy Congo SA (“Zenith Congo”), a fully owned subsidiary of the Company, created under the laws of the Republic of Condo. Zenith Congo has been established at the request of the Ministry of Hydrocarbons for the purpose of receiving a new 25-year licence following the submission of a comprehensive commercial and technical offer (the “Offer”) to the Ministry of Hydrocarbons of the Republic of the Congo for the award of a new 25-year licence for the Tilapia oilfield to be named "Tilapia II". As a result, and in agreement with the Ministry of Hydrocarbons, the Company has terminated the Plan for the Continuation of Activities, first announced to the market on July 20, 2020, and returned operatorship of the Tilapia licence from AAOG Congo to a subsidiary of SNPC. It is planned that, in the event the Offer is accepted by the Ministry of Hydrocarbons of the Republic of the Congo, the new operator of Tilapia II will be Zenith Congo.

- On August 7, 2020, the Company announced it had extended the duration of the non-binding Letter of Intent signed with an Arab consortium of strategic institutional investors focused on African development opportunities and to provide an investment of US$2 million in Zenith's share capital for a period of 90 days (the “Strategic Investment”). The Strategic Investment is conditional and subject to a number of conditions, including the successful completion of the publicly announced Tunisian Acquisition, as well as the successful acquisition of two oil production licenses currently being negotiated with a national oil authority in West Africa. In addition, the Strategic Investment is also conditional on the appointment of a director proposed by the investors to Zenith's Board.

- On August 6, 2020, the Company completed a private placement to raise an aggregate total amount of approximately NOK 7,200,000 (approximately £604,000) through the issuance of 90,000,000 common share units. Each unit comprises one common share and half a warrant exercisable within twelve months at an exercise price of NOK 0.15.

- On July 31, 2020, the Company announced that its Italian subsidiary has received approval to be awarded a legally binding loan facility (the "Loan") for an amount of approximately EUR 300,000 from an Italian governmental entity. The Loan attracts an interest rate of 0.85 per cent, has a grace period of 24 months during which only the interest will be payable, normal financial covenants, and a duration of six years. Under the terms of the Loan, all funds to be disbursed are to be utilised for the purpose of the establishment of commercial activities in Africa, specifically in the Republic of Congo and the broader West Africa region.

- On July 31, 2020, the Company announced the termination, by mutual agreement between the parties, of the sale and purchase agreement entered into with Coro Energy plc ("Coro") relating to the proposed acquisition by Zenith of Coro's entire Italian natural gas production and exploration portfolio.

Further Information:

------------------------------------------ |Zenith Energy Ltd| | |----------------------------------------| |Andrea Cattaneo, |Tel: +1 (587) 315 9031| |Chief Executive | | |Officer | | |----------------------------------------| | |E-mail: | | |info@zenithenergy.ca | ------------------------------------------

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.

Reader Advisory

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" “planned” 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 Requested Order, the anticipated filing of the Year-End Filings and Interim Filings, the Offer and the Strategic Investment. 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.