Private Placement in UK and Norway

08 Dec 2025 01:00 CET

December 8, 2025

ZENITH ENERGY LTD.

("Zenith" or the "Company")

Private Placement in UK and Norway

Zenith Energy Ltd. ("Zenith" or the "Company") (LSE: ZEN; OSE: ZENA; XSAT: ZENA
SDR), the listed international energy production and development company, is
pleased to announce that it has completed a private placement of common shares
of no par value (“Common Shares“) with a long-term institutional investor in the
United Kingdom (the "UK Financing") and a private placement in Norway with
institutional investors (the "Norwegian Financing"). The Company has also
issued broker shares (the "Broker Shares") (collectively, the "Financings").

The Financings have included the participation of new and existing investors to
raise an aggregate total amount of approximately £3,658,500 (equivalent to
approx. NOK 49,034,000), resulting in the issuance of a total of 100,892,105 new
common shares ("New Common Shares").

Norwegian Financing

Zenith has issued a total of 84,157,162 Common Shares in connection with the
Norwegian Financing (the "Norwegian Financing Common Shares") to raise gross
proceeds of approximately NOK 41,525,000 (approximately £3,096,000).
An application for the Norwegian Financing 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 (the "Norwegian
Financing Admission") will be made within 12 months of the issue of the
Norwegian Financing Common Shares.

UK Financing

Zenith has issued a total of 13,513,514 Common Shares in connection with the UK
Financing (the "UK Financing Common Shares") to raise gross proceeds of
approximately £450,000 (approximately NOK 6,000,000).

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 or around December 16, 2025.

Issue Price

The Norwegian Financing was completed at a price of NOK 0.4662 per New Norwegian
Financing Common Share, representing a 10% discount in respect of the closing
price of the Company's equity securities on the Euronext Growth Oslo on December
5, 2025.

The UK Financing was completed at a price of £0.0333 per UK Financing Common
Share, representing a 10% discount in respect of the closing Bid price of the
Company's equity securities admitted to trading on the London Stock Exchange on
December 5, 2025.

Use of Proceeds

The proceeds of the Financings will be utilised to progress the Company’s two
applications for exploration permits (Permessi di Ricerca) in respect of Italy’s
two largest identified uranium deposits, as announced on 11 November 2025. These
deposits are situated in the Lombardy region and comprise the Val Vedello
deposit in the Province of Sondrio (“Val Vedello”) and the Novazza deposit in
the Province of Bergamo (“Novazza”).

Proceeds will also be applied towards the construction of the Company’s initial
solar production assets in the Puglia region of Italy and to meet additional
legal fees arising from the expansion of the Company’s legal team in respect of
its ongoing ICSID Arbitration against the Republic of Tunisia, as announced on 3
December 2025.

Proceeds will also be used for general working capital purposes.

Broker Shares

The Company has allotted 3,221,429 new Common Shares ("Broker Shares"), in lieu
of cash settlement for services provided to Zenith in connection with the
Financings for a total value of 1,502,000 NOK (equivalent to approx. £112,500).

The Broker Shares will rank pari passu in all respects with the existing common
shares of the Company.
An application for the Broker 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 Broker Shares.

Total Voting Rights

The Company announces 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 in issue and admitted to trading on the Main Market of the London
Stock Exchange 561,803,736 1 561,803,736
Common Shares in issue and admitted to trading on the Euronext Growth Market of
the Oslo Børs and Spotlight Market Stockholm 649,182,327 1 649,182,327

Andrea Cattaneo, Chief Executive Officer, commented:

"We are pleased to have secured institutional investment at this key stage in
our development. The first six months of 2026 will be characterised by
potentially transformational activity for our business with the submission of
two separate environmental impact assessments for the two largest Uranium
deposits in Italy, the commencement of construction of our first solar plant in
the Puglia region of Italy, and the final hearing of the ICSID arbitration in
late April for a total claimed amount exceeding approximately US$572.65 million.


I am fully conscious of the painful dilution, and I am pleased to confirm that
we do not anticipate conducting any further equity issuances for any of our
existing activities until June 2026 at the very earliest following the
Financings.

The Board sees significant scope for our market valuation to return to prior
levels following the value catalysts that lie before us, following the shock
represented by the entirely unexpected and flawed verdict of the ICC-2
arbitration.”



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 on the
Spotlight Stock Market in Sweden (XSAT: ZENA SDR).

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

This information is subject to the disclosure requirements of Article 17 of the
EU Market Abuse Regulation (“MAR”). The information was submitted for
publication by the contact person.

More information:
Access the news on Oslo Bors NewsWeb site

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