Put and call option with Zenith

21 January 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").

AAOG announces that it has executed the put and call option agreement (the "Put and Call Option") with Zenith Energy Ltd ("Zenith") in the form envisaged in the term sheet entered into between the parties and as announced on 13 January 2020.

The two options are over the residual holding of 20 per cent in Anglo African Oil & Gas Congo SAU ("AAOG Congo") that AAOG will retain ("the Residual Shares") following the disposal by the Company of 80 per cent of its interest in AAOG Congo to Zenith (the "Disposal"), which was approved by the Company's shareholders at a general meeting held on 13 January 2020. The Disposal remains subject to certain regulatory requirements in the Republic of the Congo including notification to the Minister of Hydrocarbons. The Put and Call Option is conditional upon completion of the Disposal.

The key terms of the Put and Call Option remain as announced on 13 January 2020 and are set out below for the sake of completeness

Call option

The Call Option over the Residual Shares requires AAOG, at Zenith's request, to sell the Residual Shares to Zenith. The Call Option may only be exercised by Zenith on 16 January 2021 and can only be exercised if, as at 15 January 2021, the total production at the Tilapia oil field has never exceeded an average of at least 2,000 boepd for any consecutive 30 day period prior to 15 January 2021.

If the Call Option is exercised, the consideration payable by Zenith for the Residual Shares shall be an amount of £1,000,000 ("Call Option Consideration"). The Call Option Consideration is to be settled by the issue of ordinary shares in Zenith, the number of ordinary shares to be issued being calculated based on a VWAP (volume-weighted average price) of Zenith's ordinary shares in the 15-day period immediately prior to exercise of the Call Option.

Put option

The Put Option over the Residual Shares requires Zenith, at AAOG's request, to acquire the Residual Shares from AAOG. The Put Option may only be exercised by the Company on 16 January 2021 and can only be exercised if, as at 15 January 2021, the total production at the Tilapia oil field has been an average of at least 4,000 boepd for any 30 consecutive day period prior to 15 January 2021.

If the Put Option is exercised, the consideration payable by Zenith for the Residual Shares shall be an amount of £2,500,000 ("Put Option Consideration"). The Put Option Consideration is to be settled by the issue of ordinary shares in Zenith, the number of ordinary shares to be issued being calculated on a VWAP of Zenith's ordinary shares in the 15-day period immediately prior to exercise of the Put Option.

 

Enquiries

Anglo African Oil & Gas plc
James Cane, Interim Chief Executive and Finance Director
[email protected]
finnCap (Nominated Adviser) Tel: +44 20 7220 0500
Christopher Raggett, Giles Rolls, Teddy Whiley (Corporate Finance)
Camille Gochez (ECM)