Institutional investment in Zenith

27 Feb 2023 22:00 CET

February 27, 2023
ZENITH ENERGY LTD.

("Zenith" or the "Company")

Institutional investment in Zenith

Zenith Energy Ltd. (LSE: ZEN; OSE: ZENA), the energy company with proven
revenue generating production, exploration and development assets in Africa, the
Middle East and Europe, is pleased to announce that it has completed a fundraise
in the United Kingdom (the "UK Financing"), and in Norway (the "Norwegian
Financing", collectively, the "Financings").

The Financings have attracted the participation of existing institutional
investors, including Premier Miton Investors, as well as Directors and employees
of the Company, to raise an aggregate total amount of approximately £2,300,000
or NOK 28,484,580, resulting in the issuance of 437,728,088 new common shares.

Issue Price

The issue price of the Financings was £0.0054 for the UK Financing and NOK 0.067
for the Norwegian Financing.

Use of Proceeds

The proceeds of the Financings will be used to provide additional funding for
the following:

• Negotiation and planned finalisation of a Production Sharing Contract for
Block 1, Sèmè oilfield in Benin
• Technical and managerial appointments in view of planned operations in Yemen
• Additional funding for the development of Zenith’s Tunisian oil and Italian
natural gas production portfolio
• Business development activities in Africa and the Middle East
• General working capital

Norwegian Financing

Zenith has issued a total of 378,931,792 new common shares of no-par value in
the capital of the Company (“Norwegian Financing Common Shares"), to be admitted
to trading on the Euronext Growth Oslo (the "Norwegian Financing Admission”)
raising gross proceeds of NOK 25,388,430 (approximately £2,050,000).

An application for the Norwegian Financing Common Shares to also be listed on
the standard segment of the FCA Official List and to be admitted for trading on
the London Stock Exchange Main Market for listed securities will be made within
12 months of the issue of the Norwegian Financing Common Shares.

The Norwegian Financing Common Shares will rank pari passu in all respects with
the existing common shares of the Company.

The Company has issued 113,679,538 share purchase warrants exercisable at a
price NOK 0.094 for a duration of 3 years from the date of issue in connection
with the Norwegian Financing.


UK Financing

Zenith has issued a total of 46,296,296 common shares of no-par value in the
capital of the Company on the London Stock Exchange (the "UK Financing Common
Shares") to raise gross proceeds of £250,000 (approximately NOK 3,096,150).

An application will be made for the UK Financing Common Shares to be listed on
the standard segment of the FCA Official List and to be admitted for trading on
the London Stock Exchange Main Market for listed securities (the "UK Financing
Admission").

It is expected that the UK Financing Admission will become effective and that
unconditional dealings in the UK Financing Common Shares will commence on or
around 8.00 a.m. (GMT) on approximately March 3, 2023.

An application will also be made for the UK Financing Shares to be admitted to
trading on the Euronext Growth Oslo.
The UK Financing Shares will rank pari passu in all respects with the existing
common shares of the Company.

The Company has issued 13,888,889 share purchase warrants exercisable at a price
£0.0076 for a duration of 3 years from the date of issue in connection with the
UK Financing.

Debt Settlement

The Company has allotted 12,500,000 Common Shares (“Debt Settlement Shares”) to
a service provider in lieu of cash settlement for services provided to Zenith
for a total value of £67,500.

An application will be made for the Debt Settlement Shares to be listed on the
standard segment of the FCA Official List and to be admitted for trading on the
London Stock Exchange Main Market for listed securities (the "Debt Settlement
Admission"). An application will also be made for the Debt Settlement Shares to
be admitted to trading on the Euronext Growth Oslo.

The Debt Settlement Shares will rank pari passu in all respects with the
existing common shares of the Company.
It is expected that the Debt Settlement Admission will become effective and that
unconditional dealings in the Debt Settlement Shares will commence on or around
8.00 a.m. (GMT) on approximately March 3, 2023.

Director Dealing/ PDMR Shareholding

Mr. Andrea Cattaneo, Chief Executive Officer & President of Zenith, has
subscribed for 64,695,672 common shares of no-par value in the capital of the
Company in connection with the Norwegian Financing.

Upon the Norwegian Financing Admission, Mr. Cattaneo will be directly
beneficially interested in a total of 167,163,912 Common Shares in the capital
of the Company, representing 7.24% percent of the total issued and outstanding
common share capital of the Company.

Mr. Luca Benedetto, Chief Financial Officer of Zenith has subscribed for
27,726,716 common shares of no-par value in the capital of the Company in
connection with the Norwegian Financing.

Upon the Norwegian Financing Admission, Mr. Benedetto will be directly
beneficially interested in a total of 27,726,716 common shares in the capital of
the Company, representing 1.20% percent of the total issued and outstanding
common share capital of the Company.

Total Voting Rights

The Company wishes to announce, in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and section 3.10 of the
Euronext Growth Oslo Rule Book Part II, the following revised information
resulting from completion of the Financings.

Class of share
Total number of shares
Number of voting rights per share
Total number of voting rights per class of share

Common Shares in issue and admitted to trading on the Main Market of the London
Stock Exchange upon the UK Financing Admission. 1,931,370,745 1 1,931,370,745
Common Shares in issue and admitted to trading on the Euronext Growth Market of
the Oslo Børs, representing the newly enlarged outstanding share capital of the
Company.
2,310,302,537 1 2,310,302,537

Andrea Cattaneo, Chief Executive Officer, commented:

“We are pleased to have attracted the continued support of long-term
institutional investors, including Premier Miton, to the fundraise.

Our confidence in the Company’s future successful development remains unchanged
and is evidenced by the material commitment made by management to the fundraise.


There are various potentially transformational value catalysts during the course
of 2023. To this end, the Zenith team is working tirelessly towards successfully
achieving our objectives for the benefit of all shareholders.”

Further Information:

Zenith Energy Ltd

Andrea Cattaneo, Chief Executive Officer
Tel: +1 (587) 315 9031
E: info@zenithenergy.ca

BlytheRay - Financial PR/IR
Tim Blythe, Megan Ray, Matt Bowld Tel: +44 207 138 3204
E: zenith@blytheray.com



Notes to Editors:

Zenith Energy Ltd. is a revenue generating, independent energy company with
production, exploration and development assets in in Africa, the Middle East and
Europe, including electricity generation in Italy. The Company is listed on the
London Stock Exchange Main Market (LSE: ZEN) and the Euronext Growth of the Oslo
Stock Exchange (OSE: ZENA).
Zenith's strategic focus is on pursuing transformational opportunities in the
Middle East, Africa, and Europe through the development of proven revenue
generating energy production assets, as well as low-risk exploration activities
in assets with existing production.

For more information, please visit: www.zenithenergy.ca

Twitter: @zenithenergyltd

LinkedIn: https://bit.ly/3A5PRJb

Market Abuse Regulation (MAR) Disclosure
The information included in this announcement is defined as inside information
pursuant to MAR article 7 and is publicly disclosed in accordance with MAR
article 17 and section 5 -12 of the Norwegian Securities Trading Act. The
announcement is made by the contact person.









NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1 Details of the person discharging managerial responsibilities / person
closely associated
a) Name Andrea Cattaneo
2 Reason for the notification
a) Position/status Chief Executive Officer & President
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Zenith Energy Ltd.
b) LEI 213800AYTYOYD61S4569
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument
New Common Shares of No-Par Value

Identification code CA98936C1068
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.067 64,695,672
d) Date of the transaction(s) February 27, 2023
e) Place of the transaction Off Market





NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1 Details of the person discharging managerial responsibilities / person
closely associated
a) Name Luca Benedetto
2 Reason for the notification
a) Position/status Chief Financial Officer & Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Zenith Energy Ltd.
b) LEI 213800AYTYOYD61S4569
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial instrument, type of instrument
New Common Shares of No-Par Value

Identification code CA98936C1068
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.067 27,726,716
d) Date of the transaction(s) February 27, 2023
e) Place of the transaction Off Market

More information:
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583710_27.02.2023 Norway.pdf