Completion of Private Placement and Debt Settlement

28 Oct 2024 13:00 CET

October 28, 2024

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Completion of Private Placement and Debt Settlement

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; OTC PINK:
ZENAF), the listed international energy production and development company, is
pleased to announce that it has completed a private placement in Norway (the
"Placement") and a Debt Settlement (the “Debt Settlement”).

The Placement has attracted the participation of existing investors, as well
three Directors, Mr. Andrea Cattaneo, Mr. Sergey Borowskiy and Mr. Luca
Benedetto, raising an aggregate total amount of approximately NOK 11,938,353
(equivalent to approx. £841,000 and US$1,092,000), resulting in the issuance of
a total of 62,833,440 new Common Shares (“New Common Shares”).

Issue Price

The Placement was completed at price of NOK 0.19, representing a premium to the
closing price of the Company’s equity securities admitted to trading on the
Euronext Growth Oslo on October 25, 2024.

Use of Proceeds

The proceeds of the Placement will be used to provide additional funding in
support of the Company’s international arbitrations against the Republic of
Tunisia, as well as for general working capital purposes.
An application for the new 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 will be made within 12 months of the
issue of the new Common Shares.

Debt Settlement

The Company has issued 32,166,560 Common Shares ("Debt Settlement Shares") in
settlement of certain debts in lieu of cash payment for a total value of
6,111,646 NOK (equivalent to approx. £430,000 and US$559,000).

The Debt Settlement Shares will rank pari passu in all respects with the
existing common shares of the Company.
An application 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 will be made within 12 months
of the issue of the Debt Settlement Shares.

Warrants

The Company has issued 95,000,000 share purchase warrants (the “Warrants”)
exercisable at a price of NOK 0.29, applying a ratio of 1:1 in connection with
the Placement Shares and Debt Settlement Shares, with a fixed duration of two
years from the date of issuance.

Director Dealing/ PDMR Shareholding

Mr. Andrea Cattaneo, Chief Executive Officer & President of Zenith, has
participated in the Placement by subscribing for 18,119,411 New Common Shares of
no-par value in the capital of the Company.

Following the Placement, Mr. Cattaneo will be directly beneficially interested
in a total of 42,548,748 common shares in the capital of the Company,
representing 11.61% percent of the total issued and outstanding common share
capital of the Company admitted to trading on the Euronext Growth Oslo.

Mr. Luca Benedetto, Chief Financial Officer of Zenith, participated in the
Placement by subscribing for 7,361,011 New Common Shares of no-par value in the
capital of the Company.

Following the Placement, Mr. Benedetto will be directly beneficially interested
in a total of 11,055,706 common shares in the capital of the Company,
representing 3.02% percent of the total issued and outstanding common share
capital of the Company.

Mr. Sergey Borowskiy, Director of Zenith, also participated in the Placement by
subscribing for 2,831,158 New Common Shares of no-par value in the capital of
the Company.

Following the Placement, Mr. Borowskiy will be directly beneficially interested
in a total of 3,216,087 common shares in the capital of the Company,
representing 0.88% 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 information resulting from
the issuance of the New Common Shares and the Debt Settlement Shares.

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

Common Shares admitted to trading on the Main Market of the London Stock
Exchange on Admission. 232,860,686 1 232,860,686
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 following the Placement.
366,545,401 1 366,545,401



Andrea Cattaneo, Chief Executive Officer, commented:

“We are hopeful that there will be a potential favourable decision in the ICC 1
Arbitration expected to be published prior to the close of the year. Zenith has
taken every step to minimise expenditure and direct its financial resources and
management attention towards the international arbitration proceedings initiated
against the Republic of Tunisia.

The Board has every confidence in the merit of our legal position. The
participation in the Placement of three Directors, including myself, is evidence
of our unwavering belief in the material opportunity for Zenith and its
shareholders to be compensated for the very significant damages caused by the
Tunisian authorities.”


Further Information:
Zenith Energy Ltd

Andrea Cattaneo, Chief Executive Officer
Tel: +1 (587) 315 1279
E: info@zenithenergy.ca


Notes to Editors:

Zenith Energy Ltd. is a revenue generating, independent energy company with
energy production, exploration and development assets in North Africa, the US
and Europe. The Company is listed on the London Stock Exchange Main Market (LSE:
ZEN), the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA) and the Pink
Markets of the OTC (OTC PINK: ZENAF).

Zenith's strategic focus is on pursuing development opportunities 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
Common Shares of No Par Value
Identification code CA98936C8584
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.19 18,119,411
d) Date of the transaction(s) October 28, 2024
e) Place of the transaction Off Market

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
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
Common Shares of No Par Value
Identification code CA98936C8584
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.19 7,361,011
d) Date of the transaction(s) October 28, 2024
e) Place of the transaction Off Market

1 Details of the person discharging managerial responsibilities / person
closely associated
a) Name Sergey Borowskiy Alexandrovich
2 Reason for the notification
a) Position/status 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
Common Shares of No Par Value
Identification code CA98936C8584
b) Nature of the transaction Subscription for New Common Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
NOK 0.19 2,831,158
d) Date of the transaction(s) October 28, 2024
e) Place of the transaction Off Market

More information:
Access the news on Oslo Bors NewsWeb site

630523_28.10.2024 Norway .pdf