Calgary, Alberta / ACCESSWIRE / January 16, 2015 / Zenith Energy Ltd. ("Zenith" or the "Company") (TSX VENTURE: ZEE) is pleased to announce, subject to regulatory approval, the completion of a non-brokered private placement of units ("Units"). Zenith issued an aggregate of 1,566,847 Units at a price of $0.15 per Unit for gross proceeds of approximately $235,000.
Each Unit consists of one common share in the capital of Zenith and one common share purchase warrant. Each common share purchase warrant entitles the holder thereof to purchase, subject to adjustment, one additional common share at an exercise price of $0.25 per share at any time on or before the date that is 36 months from the date of issuance of the common share purchase warrant.
In connection with the private placement, the Company will pay aggregate finder's fees of $9,451.90 and grant an aggregate of 63,012 common share purchase warrants to a finder (the "Finder's Warrants"). Each Finder's Warrant entitles the holder to acquire one common share at an exercise price of $0.25 for a period of 36 months from issuance.
In addition to any resale restrictions under applicable securities legislation, all securities issued under the private placement will be subject to a four-month hold period.
The proceeds from this offering will be used to finance the Company's operations and to augment its unallocated working capital. This transaction is subject to the submission of final documentation and final approval of the TSX Venture Exchange.
Luigi Regis Milano, director and chief financial officer of the Company, subscribed for 333,333 Units as part of the private placement through a related party, Pole Position SRL. As such, the transaction is considered a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the transaction will not exceed 25% of the fair market value of the Company's market capitalization. The transaction remains subject to the approval of the TSX Venture Exchange.
Optiva Securities Ltd. ("Optiva") purchased 900,181 Units as part of the private placement. Following its acquisition of 900,181 Units, Optiva will hold 2,533,340 common shares of the Company, representing approximately 9.61% of the issued and outstanding common shares of the Company and 2,710,673 common share purchase warrants. Assuming the exercise of the common share purchase warrants in full, Optiva would beneficially own or control an aggregate of 5,244,013 common shares of the Company, representing 18.03% of the issued and outstanding common shares of the Company on a fully diluted basis.
Optiva relied on Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions as it meets the definition of "accredited investor" under securities legislation. Optiva is investing in the Company in the ordinary course of business and may, in the future, make additional investments in or dispositions of the Company's securities.
Optiva will file a report (as contemplated by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the acquisition of Units under this first tranche of the private placement. A copy of the report may be obtained from SEDAR (www.sedar.com). Nothing in this press release or in the filing of the above-mentioned report is an admission that any person named in the report is a joint actor with another named entity.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the completion of the private placement. Although Zenith believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Zenith can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, Zenith being unable to close on the proposed subscriptions and being unable to obtain the requisite regulatory approval. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Zenith undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
For further information, please contact:
Jose Ramon Lopez Portillo Andrea Cattaneo
Chairman of the Board CEO & President
Email: [email protected]
Telephone: (403) 938-8154
Telefax: (403) 775-4474
This press release is not to be distributed to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities law.
SOURCE: Zenith Energy Ltd.