Private Placement & Convertible Loan

02 May 2025 19:15 CEST

May 2, 2025

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Private Placement & Convertible Loan

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 signed an unsecured Convertible Loan facility (the “Convertible
Loan”).


Private Placement

The Placement has raised an aggregate total amount of approximately US$1,200,000
(equivalent to approx. NOK 12,476,000 or GBP 896,600), resulting in the issuance
of a total of 10,397,000 new common shares ("New Common Shares").

An application for the New Common Shares to be listed on the Equity Shares
(Transition) category of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities will be made within 12 months of
the issue of the New Common Shares.

The Placing was completed at a price of NOK 1.20 per New Common Share
(equivalent to approximately £0.0873), representing a 0.83% discount in respect
of the closing price of the Company's equity securities on the Euronext Growth
Oslo on May 2, 2025.


Convertible Loan

The Company has entered into an unsecured Convertible Loan for a total amount of
US$2,000,000 (equivalent to approx. NOK 20,715,000 or GBP 1,500,000).

Highlights:

• Interest to accrue at 20 percent. per annum.
• Term: 18 months.
• Drawdown: Immediate.
• No Conversion may be requested by the Investor for a period of three months
from the date of the drawdown (“Grace Period”).
• The Investor shall have the right to convert the outstanding principal and
accrued interest into fully paid and freely transferable Common Shares of the
Company listed on the Oslo Stock Exchange at a price equal to the 30-day
volume-weighted average price (VWAP) immediately prior to the date of notifying
a Conversion Notice, less 11% (the “Conversion Price”).
• The Company may repay the Convertible Loan at any time, in whole or in partial
payments, at its sole discretion, in either cash or equity without incurring any
penalty, and on the same basis as the Investor’s conversion rights.
• The Investor may serve a Notice of Conversion for an amount not to exceed
fifty percent (50%) of the outstanding principal and interest at any time
following the expiration of the Grace Period.
• Any subsequent Notice of Conversion, for an amount not to exceed fifty percent
(50%) of the original outstanding principal and interest, may be served no
earlier than ninety (90) days following the previous Notice of Conversion.
• In no event shall the Conversion Price be less than 1.20 NOK per Common Share
(the “Floor Price”).
• Under the terms of the Convertible Loan, the Company has undertaken that it
shall not enter into any additional Convertible Loan Agreements or any
convertible debt instruments until all obligations under this Agreement have
been fully settled.


Use of Proceeds

The proceeds of the Placement and the Convertible Loan will be used to provide
immediate additional funding for the potential acquisition of near-term
electricity production assets currently being evaluated by the Company.


Total Voting Rights

The Company wishes to announce the following information, in accordance with the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules and
section 3.10 and 3.11.5 (3) of the Euronext Growth Oslo Rule Book Part II,
resulting from the issuance of the New Common 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.
249,187,217
1
249,187,217
Common Shares in issue and admitted to trading on the Euronext Growth Market of
the Oslo Børs, representing the newly enlarged total outstanding share capital
of the Company.


477,270,954


1


477,270,954


Andrea Cattaneo, Chief Executive Officer, commented:

"We are evaluating additional renewable energy production opportunities in line
with our publicly announced strategy of creating a 20 MWp solar energy portfolio
by the close of 2025, thereby achieving a material quantum of revenue and
associated profitability.

The Private Placement and the Convertible Loan, which has a grace period of
three months during which no conversion can take place, provide us with valuable
strategic funding prior to the Company potentially achieving success on other
fronts.

The objective is to build a Company with a solid long-term financial foundation
in stable jurisdictions that will enable Zenith to pay dividends to
shareholders.

As recent events have shown, the strategic importance of reliable, domestic
electricity supply cannot be overstated.

I look forward to updating shareholders in due course regarding our progress."

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.

More information:
Access the news on Oslo Bors NewsWeb site

645207_02.05.2025 Norway .pdf