Zenith Energy Regulatory News (ZEN)

June 20, 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA, REPUBLIC OF IRELAND, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR AN OFFER OR SOLICITATION TO BUY OR SUBSCRIBE FOR, DIRECTLY OR INDIRECTLY, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION, INCLUDING IN OR INTO CANADA, JAPAN, SOUTH AFRICA, REPUBLIC OF IRELAND, SWITZERLAND AND AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL ("EXCLUDED TERRITORY"). THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY ZENITH ENERGY LTD. ON 20 JUNE 2018 IN CONNECTION WITH A PLACING OF, SUBSCRIPTION FOR AND OFFER OF NEW COMMON SHARES AND THE PROPOSED ADMISSION OF THOSE NEW SHARES TO THE STANDARD LISTING SEGMENT OF THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED SECURITIES. THE ISSUANCE OF SUCH NEW COMMON SHARES HAS RECEIVED CONDITIONAL APPROVAL FROM THE TSXV. A COPY OF THE PROSPECTUS HAS BEEN FILED WITH THE FINANCIAL CONDUCT AUTHORITY AND MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH RULE 3.2 OF THE PROSPECTUS RULES AND IS AVAILABLE ON THE COMPANY'S WEBSITE (WWW.ZENITHENERGY.CA) AND FOR VIEWING AT THE NATIONAL STORAGE MECHANISM AT WWW.MORNINGSTAR.CO.UK/UK/NSM. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

ZENITH ENERGY LTD.

("Zenith" or the "Company")

PrimaryBid.com Offer

Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN; TSX.V: ZEE), the international oil & gas production company operating the largest onshore oilfield in Azerbaijan, is pleased to announce an offer for subscription via PrimaryBid (the "PrimaryBid Offer") of the issue and allotment by the Company of up to 20,000,000 new common shares of no par value in the Company (the "Offer Shares") at an issue price of 4 pence per Offer Share (the "Issue Price"), being a discount of 21.6 per cent. to the closing mid-market price of 5.10 pence on the LSE on 19 June 2018, being the last business day prior to this announcement.

Further information on the PrimaryBid Offer is included in the announcement made by the Company at 4.30 p.m. (London time) today. The terms of the PrimaryBid Offer are set out in a prospectus approved by the UK Listing Authority under section 87A of the Financial Services and Markets Act 2000 ("Prospectus"). A copy of the Prospectus will be available shortly from www.zenithenergy.ca and a copy has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.

Completion of the PrimaryBid Offer will be announced via a regulatory information service on 21 June 2018.

The PrimaryBid Offer for eligible retail investors

The Company highly values its retail investor base and is therefore pleased to provide eligible retail and other investors the opportunity to participate in the PrimaryBid Offer by applying through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the www.PrimaryBid.com platform, will be open to individual and institutional investors from 4.30 p.m. (London time) on 20 June 2018 to 9.00 p.m. (London time) on 20 June 2018. The PrimaryBid Offer may close early if it is oversubscribed.

Potential Investors should note that this offer will only remain open at the latest until 9.00 p.m. (London time) tonight.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com to all persons who register with PrimaryBid.com) with any investment request over £100,000 first requiring consultation with the Company.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through the www.PrimaryBid.com platform. It is vital to note that once an application for Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn (although, as noted above, the PrimaryBid Offer is conditional).

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid on +44 (0) 20 7491 6519.

The Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing common shares.

The PrimaryBid Offer is not being underwritten.

For further information please contact:

Zenith Energy Ltd.

Andrea Cattaneo 

Chief Executive Officer 

E-mail: info@zenithenergy.ca

Tel: +1 (587) 315 9031

Vigo Communications - PR Adviser

Patrick d'Ancona

Chris McMahon 

Kate Rogucheva

Tel: +44 (0) 20 7830 9700

Daniel Stewart & Company Plc - (Joint Broker)

Robert Emmet- Corporate Broking

Nikhil Varghese- Corporate Finance 

Tel: + 44 (0) 207 776 6550

Optiva Securities - (Joint Broker)

Christian Dennis

Tel: + 44 (0) 203 137 1903

Allenby Capital Limited - (Financial Adviser)

Nick Harriss

Nick Athanas

Tel: + 44 (0) 203 328 5656

PrimaryBid

Dave Mutton

Tel: + 44 (0) 20 7491 6519

Details of the Offer

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for Offer Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Offer Shares if they are in any doubt. 

Cautionary statements

The distribution of this announcement and the Prospectus into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and the Prospectus and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement and the Prospectus should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning an investment in the common shares of Zenith. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.