TIDMZOL

RNS Number : 5598R

Zoltav Resources Inc

08 November 2021

8 November 2021

Zoltav Resources Inc.

("Zoltav" or the "Company")

Update re Transaction Between Shareholders

Zoltav (AIM: ZOL), the Russia-focused oil and gas exploration and production company, has been notified of certain amendments to the terms of a transaction between two shareholders in the Company which was announced on 29 December 2020.

As previously announced, ARA Capital Holdings Limited ( "ARA Capital Holdings") agreed to buy, and Bandbear Limited ("Bandbear") agreed to sell, under a Share Purchase Agreement ("SPA"), an interest in the Company of 62,596,644 shares, representing 44.10 percent of Zoltav's total issued share capital (the "Transaction"). As previously announced, 8,100,000 shares pursuant to the Transaction have already been sold by Bandbear to ARA Capital Holdings and the acquisition of the remaining shares held by Bandbear is conditional upon ARA Capital Holdings obtaining clearance from the Russian Federal Antimonopoly Service, which ARA Capital Holdings continues to await.

Under the terms of the SPA previously announced, the purchase price (which was denominated in Russian Roubles) amounted to approximately RUR 1.8 billion (approximately US$24.3 million) and consisted of three instalments to be paid according to the following payment schedule: the first instalment, which was equal to approximately US$3 million, has already been paid on entering into the SPA; the balance was to be divided into two equal instalments to be paid no later than 31 December 2023 and 31 December 2024 respectively. The purchase price per share equated to approximately 29 pence per Zoltav share.

Zoltav has been notified that following certain amendments to the terms of the transaction agreed between ARA Capital Holdings and Bandbear, the purchase price (which is now denominated in US Dollars) will amount to approximately US$13 million, with the remaining balance of US$10 million becoming payable immediately. The new purchase price per share equates to approximately 15 pence per Zoltav share.

Enquiries:

 
 Zoltav Resources Inc.                        Tel. +44 (0)20 7390 
                                                             0234 
  Lea Verny, Non-executive Chairman         (via Vigo Consulting) 
 SP Angel Corporate Finance LLP (Nomad        Tel. +44 (0)20 3470 
  and Broker)                                                0470 
  John Mackay / Jeff Keating / Adam Cowl 
 Vigo Consulting                            Tel. +44 (0)20 7390 
  Ben Simons / Charlie Neish                        0234

About Zoltav

Zoltav is an oil and gas exploration and production company focused on Russia . The Company holds the Bortovoy Licence in the Saratov region of Southwestern Russia, a 3,215 sq km area along the northern margin of the Pre-Caspian basin, one of the largest hydrocarbon basins in the CIS. The Bortovoy Licence contains a number of productive gas fields in the west of the Licence and a processing plant. The Company is planning to commercialise the eastern fields of the Bortovoy Licence. For further information on Zoltav, or to sign up for our news alert service, visit: www.zoltav.com .

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November 08, 2021 02:00 ET (07:00 GMT)

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