Zenith announces subscription intentions and guarantee commitments totaling approximately SEK 16.3 million in the ongoing offering of Swedish Depository Receipts

18 Sep 2025 07:56 CEST

September 18, 2025

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Zenith announces subscription intentions and guarantee commitments totaling
approximately SEK 16.3 million in the ongoing offering of Swedish Depository
Receipts

Zenith Energy Ltd. (“Zenith” or the “Company”) (LSE: ZEN; OSE: ZENA) announces
that the Company has received so-called top-down guarantee commitments from
external investors (the “Top-down Guarantee”) and subscription intentions from
members of the Company’s Board and management (the “Subscription Intentions”),
totaling approximately SEK 16.3 million. Commitments under the Top-down
Guarantee, along with the Subscription Intentions, are provided within the
framework of the Company’s ongoing issue of Swedish Depository Receipts (“SDRs”)
(the “Offering”) in connection with the planned listing on Spotlight Stock
Market (“Spotlight”). The commitments under the Top-down Guarantee amount to
approximately SEK 13.0 million, corresponding to approximately 52.2 percent of
the Offering. The Subscription Intentions of approximately SEK 3.3 million,
corresponding to approximately 13.0 percent of the Offering, have been indicated
by Andrea Cattaneo, CEO and member of the Board of Directors (the “Board”), and
Luca Benedetto, CFO and member of the Board. Subscriptions pursuant to the
Subscription Intentions would correspond to their respective pro rata shares and
would enable them to maintain their existing percentage shareholdings in the
Company in the event of full subscription of the Offering.

"We are pleased to witness the strong commitment from new investors,
demonstrated by their participation in the ongoing Offering in connection with
our Swedish listing. We strongly believe the listing represents an important
milestone that will broaden our investor base and strengthen our access to the
Nordic capital markets," commented Andrea Cattaneo, CEO of Zenith Energy Ltd.

On September 8, 2025, Zenith announced the Offering of a maximum of 55,555,556
SDRs to the general public in Sweden and to institutional investors in Sweden
and internationally to further broaden the shareholder base. The Offering is
covered by Subscription Intentions and guarantee commitments to a total amount
of approximately SEK 16.3 million, corresponding to approximately 65.2 percent
of the Offering.

The Subscription Intentions amount to approximately SEK 3.3 million,
corresponding to approximately 13.0 percent of the Offering, and have been
indicated by Andrea Cattaneo, CEO, and Luca Benedetto, CFO, both members of the
Board. The Top-down Guarantee amounts to approximately SEK 13.0 million,
corresponding to approximately 52.2 percent of the Offering, and has been
provided by external investors. The guarantee commitments under the Top-down
Guarantee will be forfeited if the Offering is subscribed to 100 percent or
more. The commitments under the Top-down Guarantee are applied on top of the
actual subscription level and are intended to cover any subscription shortfall
in the Offering, up to the total amount of the Top-down Guarantee, in the event
that the Offering is not fully subscribed. Neither any subscriptions pursuant to
the Subscription Intentions, nor the Top-down Guarantee, are or will be secured
by bank guarantees, restricted funds, pledging or similar arrangements and the
Subscription Intentions are not binding.
For the Top-down Guarantee, a guarantee compensation of twelve point five (12.5)
percent of the guaranteed amount will be paid in cash. The compensation has been
determined by the Board through negotiations at arm's length with the guarantors
and is considered to reflect prevailing market conditions. No compensation will
be paid in respect of any subscriptions made pursuant to the Subscription
Intentions.

The Offering in brief

• The subscription price in the Offering has been set to SEK 0.45 per SDR. This
corresponds to a pre-money valuation of the Company of approximately SEK 226.8
million.
• The Offering comprises a maximum of 55,555,556 SDRs representing 55,555,556
new shares, equivalent to approximately SEK 25 million before issue costs of
approximately SEK 1.7 million at full subscription.
• The minimum subscription entry is 4,500 SDRs, corresponding to SEK 2,025.
However, any number of additional SDRs may be applied for.
• The subscription period commenced on September 9, 2025, and ends on September
23, 2025.
• Trading in Zenith’s SDRs on Spotlight is expected to commence on October 10,
2025.
• Through the Offering, the number of represented shares may increase by a
maximum of 55,555,556.
• The Offering is covered by Subscription Intentions and guarantee commitments
corresponding to approximately 65.2 percent of the Offering.

Memorandum

For complete terms and conditions of the Offering and other information about
the Company, please refer to the memorandum that the Company published on
September 8, 2025, which is available on the Company's website,
www.zenithenergy.ca, Spotlight’s website, www.spotlightstockmarket.com, and on
Eminova Fondkommission AB’s website, www.eminova.se.

Preliminary timetable

September 9 – September 23, 2025: Subscription period
September 24, 2025: Publication of the outcome
September 30, 2025: Settlement date
October 10, 2025: Expected first day of trading in the Company’s SDRs

Advisors

Eminova Partners Corporate Finance AB acts as financial advisor and
Advokatfirman Schjødt acts as legal advisor as to Swedish law and McCarthy
Tétrault LLP acts as legal advisor as to Canadian law in connection with the
Offering. Eminova Fondkommission AB acts as the issue agent.

For more information, please contact:

Andrea Cattaneo, Director, President and Chief Executive Officer
Phone: +1 (587) 315 1279
Email: info@zenithenergy.ca

About us

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) and the Euronext Growth of the Oslo Stock Exchange (OSE: ZENA).

Important information

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Forward-looking statements

This press release may contain forward-looking statements. These statements are
not historical facts and are generally identified by words such as “will,”
“expects,” “believes,” “estimates,” “intends,” “assumes,” and similar
expressions. They reflect the Company’s current intentions, opinions,
expectations, or assumptions, which are based on present plans, estimates, and
forecasts.

Such forward-looking statements involve risks and uncertainties that are
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events or results may differ materially from those expressed or implied in these
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Information to distributors

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares in the Company
have been subject to a product approval process, which has determined that such
shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares in the Company may decline and
investors could lose all or part of their investment; the shares in the Company
offer no guaranteed income and no capital protection; and an investment in the
shares in the Company is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the share issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the joint bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

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(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the shares in
the Company.
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the shares in the Company and determining appropriate distribution
channels.

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 information was submitted for publication, through the agency of the contact
persons set out above, at 07:55 CEST on September 18, 2025.

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