RE: NEWS !!!!!24 Dec 2019 22:23
securities laws, specifically the COGE Handbook and National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities.
- Zenith intends to begin preparations for drilling activities in well TLP-103C as soon as it assumes operational control of the License.
- The Company intends to complete negotiations with the Congolese Ministry of Hydrocarbons to obtain a new 25-year license for the Tilapia oilfield once the SPA is effective.
Pursuant to the terms of the SPA, Zenith has agreed to acquire 80% of the issued share capital of AAOG Congo for a consideration of GBP1 million, of which GBP500,000 is to be satisfied in cash to be paid in six equal monthly instalments with the first instalment due on completion and the last being six months later, and GBP500,000 to be satisfied by the issue of ordinary shares in the share capital of Zenith to be issued at the volume weighted average price of a Zenith common share for a period of 14 trading days prior to Completion ("Consideration Shares").
AAOG has agreed that it will not dispose of the Consideration Shares for a period of six months from completion and thereafter will dispose of the Consideration Shares in an orderly manner.
In addition, Zenith will fund AAOG's share of an up to US$5.5 million work programme to be agreed post-Completion, and the amount of any signature bonus required for the renewal of the License as agreed with the Congolese Ministry of Hydrocarbons, subject to a cap of US$2 million if the signature bonus is payable in a single instalment and otherwise at an amount to be agreed between the AAOG and Zenith if the signature bonus is payable in multiple instalments.
As at June 30, 2019, the unaudited balance of the intercompany debt owing to the Company by AAOG Congo was approximately GBP12.47 million at the GBP/USD exchange rate on that date. Under the terms agreed for the Acquisition, at completion AAOG will novate 80% of this debt to Zenith and will retain 20% on its balance sheet.